<PAGE>

                                                                     EXHIBIT 4.1







                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                    Depositor


                                       and


                    KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
                                 Master Servicer


                                       and


                              CLARION PARTNERS, LLC
                                Special Servicer


                                       and


                             WELLS FARGO BANK, N.A.
                                     Trustee



                         POOLING AND SERVICING AGREEMENT


                             Dated as of May 1, 2004


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


                           $979,850,321 (approximate)


                  Commercial Mortgage Pass-Through Certificates


                                Series 2004-MKB1

<PAGE>

                                                    TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                        ARTICLE I

                                                       DEFINITIONS

<S>                 <C>                                                                                              <C>
SECTION 1.01.       Defined Terms......................................................................................6
SECTION 1.02.       Certain Adjustments to the Principal Distributions on the Certificates............................79

                                                        ARTICLE II

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

SECTION 2.01.       Conveyance of Trust Mortgage Loans................................................................83
SECTION 2.02.       Acceptance of the Trust Fund by Trustee...........................................................86
SECTION 2.03.       Mortgage Loan Seller's Repurchase or Substitution of Trust Mortgage Loans for Document
                         Defects and Breaches of Representations and Warranties.......................................87
SECTION 2.04.       Representations and Warranties of Depositor.......................................................91
SECTION 2.05.       Conveyance of Trust Mortgage Loans; Acceptance of REMIC I by Trustee..............................93
SECTION 2.06.       Execution, Authentication and Delivery of Class R-I Certificates..................................93
SECTION 2.07.       Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee........................93
SECTION 2.08.       Execution, Authentication and Delivery of REMIC II Certificates...................................93
SECTION 2.09.       Execution, Authentication and Delivery of Class Z Certificates....................................94

                                                       ARTICLE III

                                      ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.       Administration of the Mortgage Loans..............................................................95
SECTION 3.02.       Collection of Mortgage Loan Payments..............................................................96
SECTION 3.03.       Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts..........99
SECTION 3.04.       Collection Account, Interest Reserve Account, Additional Interest Account, Distribution
                         Account, Gain-on-Sale Reserve Account and Great Mall Custodial Account......................104
SECTION 3.05.       Permitted Withdrawals From the Collection Account, the Interest Reserve Account, the
                         Additional Interest Account, the Distribution Account and the Great Mall Custodial Account..110
SECTION 3.06.       Investment of Funds in the Servicing Accounts, the Reserve Accounts, the Collection Account, the
                         Distribution Account, the Great Mall Custodial Account, the Additional Interest Account, the
                         Gain-on-Sale Reserve Account and the REO Accounts...........................................119
</TABLE>


                                                           -i-
<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                                                                              <C>
SECTION 3.07.        Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage...................121
SECTION 3.08.        Enforcement of Alienation Clauses...............................................................125
SECTION 3.09.        Realization Upon Defaulted Mortgage Loans; Required Appraisals..................................128
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.......................................................144
SECTION 3.15.        Access to Certain Information...................................................................144
SECTION 3.16.        Title to REO Property; REO Accounts.............................................................148
SECTION 3.17.        Management of REO Property......................................................................150
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.................................................159
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

                                                        ARTICLE IV

                                              PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.        Distributions...................................................................................179
SECTION 4.02.        Statements to Certificateholders................................................................190
SECTION 4.03.        P&I Advances; Reimbursement of P&I Advances and Servicing Advances..............................194
SECTION 4.04.        Allocation of Realized Losses and Additional Trust Fund Expenses; Allocation of
                         Appraisal Reduction Amounts.................................................................198
SECTION 4.05.        Calculations....................................................................................200
SECTION 4.06.        Use of Agents...................................................................................200

                                                        ARTICLE V

                                                     THE CERTIFICATES

SECTION 5.01.        The Certificates................................................................................201
SECTION 5.02.        Registration of Transfer and Exchange of Certificates...........................................201
SECTION 5.03.        Book-Entry Certificates.........................................................................208
SECTION 5.04.        Mutilated, Destroyed, Lost or Stolen Certificates...............................................209
SECTION 5.05.        Persons Deemed Owners...........................................................................210
</TABLE>

                                                          -ii-
<PAGE>

<TABLE>
<CAPTION>
<S>                 <C>                                                                                              <C>
                                                        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....................................211
SECTION 6.02.        Merger, Consolidation or Conversion of Depositor or Master Servicer or Special
                         Servicer....................................................................................211
SECTION 6.03.        Limitation on Liability of the Depositor, the Master Servicer, the Special
                         Servicer and Others.........................................................................211
SECTION 6.04.        Resignation of Master Servicer and the Special Servicer.........................................214
SECTION 6.05.        Rights of Depositor and Trustee in Respect of Master Servicer and the Special Servicer..........215
SECTION 6.06.        Depositor, Master Servicer and Special Servicer to Cooperate with Trustee.......................215
SECTION 6.07.        Depositor, Special Servicer and Trustee to Cooperate with Master Servicer.......................216
SECTION 6.08.        Depositor, Master Servicer and Trustee to Cooperate with Special Servicer.......................216
SECTION 6.09.        Designation of Special Servicer by the Controlling Class........................................216
SECTION 6.10.        Master Servicer or Special Servicer as Owner of a Certificate...................................217
SECTION 6.11.        The Controlling Class Representative............................................................218
SECTION 6.12.        Certain Matters with Respect to the Great Mall Loan Pair........................................220

                                                       ARTICLE VII

                                                         DEFAULT

SECTION 7.01.        Events of Default...............................................................................224
SECTION 7.02.        Trustee to Act; Appointment of Successor........................................................229
SECTION 7.03.        Notification to Certificateholders..............................................................230
SECTION 7.04.        Waiver of Events of Default.....................................................................230
SECTION 7.05.        Additional Remedies of Trustee Upon Event of Default............................................231

                                                       ARTICLE VIII

                                                  CONCERNING THE TRUSTEE

SECTION 8.01.        Duties of Trustee...............................................................................232
SECTION 8.02.        Certain Matters Affecting Trustee...............................................................233
SECTION 8.03.        Trustee Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans................234
SECTION 8.04.        Trustee May Own Certificates....................................................................235
SECTION 8.05.        Fees and Expenses of Trustee; Indemnification of Trustee........................................235
SECTION 8.06.        Eligibility Requirements for Trustee............................................................236
SECTION 8.07.        Resignation and Removal of Trustee..............................................................236
SECTION 8.08.        Successor Trustee...............................................................................237
SECTION 8.09.        Merger or Consolidation of Trustee..............................................................238
</TABLE>


                                                          -iii-
<PAGE>


<TABLE>
<CAPTION>
<S>                 <C>                                                                                              <C>
SECTION 8.10.        Appointment of Co-Trustee or Separate Trustee...................................................238
SECTION 8.11.        Appointment of Custodians.......................................................................239
SECTION 8.12.        Appointment of Authenticating Agents............................................................240
SECTION 8.13.        Access to Certain Information...................................................................241
SECTION 8.14.        Appointment of REMIC Administrators.............................................................241
SECTION 8.15.        Representations, Warranties and Covenants of Trustee............................................242
SECTION 8.16.        Reports to the Securities and Exchange Commission...............................................243
SECTION 8.17.        Maintenance of Mortgage File....................................................................247

                                                        ARTICLE IX

                                                       TERMINATION

SECTION 9.01.        Termination Upon Repurchase or Liquidation of All Trust Mortgage Loans..........................248
SECTION 9.02.        Additional Termination Requirements.............................................................251

                                                        ARTICLE X

                                                ADDITIONAL TAX PROVISIONS

SECTION 10.01.       REMIC Administration............................................................................252
SECTION 10.02.       Grantor Trust Administration....................................................................255

                                                        ARTICLE XI

                                                 MISCELLANEOUS PROVISIONS

SECTION 11.01.       Amendment.......................................................................................258
SECTION 11.02.       Recordation of Agreement; Counterparts..........................................................260
SECTION 11.03.       Limitation on Rights of Certificateholders......................................................260
SECTION 11.04.       Governing Law...................................................................................261
SECTION 11.05.       Notices.........................................................................................261
SECTION 11.06.       Severability of Provisions......................................................................263
SECTION 11.07.       Grant of a Security Interest....................................................................263
SECTION 11.08.       Streit Act......................................................................................263
SECTION 11.09.       Successors and Assigns; Beneficiaries...........................................................263
SECTION 11.10.       Article and Section Headings....................................................................264
SECTION 11.11.       Notices to Rating Agencies......................................................................264
SECTION 11.12.       Complete Agreement..............................................................................265
</TABLE>

                                                          -iv-
<PAGE>

EXHIBITS

Exhibit No.     Exhibit Description
   A-1          Form of Class A-1, A-2, A-3 and A-4 Certificates
   A-2          Form of Class XP Certificate
   A-3          Form of Class XC Certificate
   A-4          Form of Class B, C, D and E Certificates
   A-5          Form of Class A-1A, F, G, 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
   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 Loans with Environmental Insurance
    K           List of Sub-Servicing Agreements In Effect on the Closing Date
    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 Majority Subordinate
                    Certificateholder(s)
    N           Form of Monthly Additional Report on Recoveries and
                    Reimbursements
    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           List of Broker Strip Loans
   R-1          Great Mall B-Note Remittance Report
   R-2          Great Mall B-Note Loan Summary Report

                                      -v-
<PAGE>

                         POOLING AND SERVICING AGREEMENT

         This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of May 1, 2004, among MERRILL LYNCH MORTGAGE INVESTORS, INC., as
Depositor, KEYCORP REAL ESTATE CAPITAL MARKETS, INC., as Master Servicer,
CLARION PARTNERS, LLC, as Special Servicer, and WELLS FARGO BANK, N.A., as
Trustee.

                             PRELIMINARY STATEMENT:

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

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

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

         The following table sets forth: (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; (iv) the REMIC
I Principal Balance of each Corresponding REMIC I Regular Interest; and (v) the
corresponding component or components (each, a "Corresponding Component") of the
Class X Certificates for each Class of Sequential Pay Certificates.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Corresponding
             Class of                                  Corresponding                                   Component of
          Sequential Pay        Original Class            REMIC I                REMIC I               the Class X
           Certificates       Principal Balance       Regular Interest      Principal Balance          Certificates
           ------------       -----------------       ----------------      -----------------          ------------
------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                        <C>                <C>                          <C>
Class A-1                  $             52,161,616        LA-1-1         $             2,544,616        X-A-1-1
------------------------------------------------------------------------------------------------------------------------------
                                                           LA-1-2         $             3,290,000        X-A-1-2
------------------------------------------------------------------------------------------------------------------------------
                                                           LA-1-3         $            17,261,000        X-A-1-3
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Corresponding
             Class of                                  Corresponding                                   Component of
          Sequential Pay        Original Class            REMIC I                REMIC I               the Class X
           Certificates       Principal Balance       Regular Interest      Principal Balance          Certificates
           ------------       -----------------       ----------------      -----------------          ------------
------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                        <C>                <C>                          <C>
                                                           LA-1-4         $            29,066,000        X-A-1-4
------------------------------------------------------------------------------------------------------------------------------
Class A-2                  $            379,800,000        LA-2-1         $             2,318,000        X-A-2-1
------------------------------------------------------------------------------------------------------------------------------
                                                           LA-2-2         $            18,687,000        X-A-2-2
------------------------------------------------------------------------------------------------------------------------------
                                                           LA-2-3         $            18,303,000        X-A-2-3
------------------------------------------------------------------------------------------------------------------------------
                                                           LA-2-4         $            17,493,000        X-A-2-4
------------------------------------------------------------------------------------------------------------------------------
                                                           LA-2-5         $            16,989,000        X-A-2-5
------------------------------------------------------------------------------------------------------------------------------
                                                           LA-2-6         $           206,495,000        X-A-2-6
------------------------------------------------------------------------------------------------------------------------------
                                                           LA-2-7         $            50,392,000        X-A-2-7
------------------------------------------------------------------------------------------------------------------------------
                                                           LA-2-8         $            10,754,000        X-A-2-8
------------------------------------------------------------------------------------------------------------------------------
                                                           LA-2-9         $            12,603,000        X-A-2-9
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-2-10         $            25,766,000        X-A-2-10
------------------------------------------------------------------------------------------------------------------------------
Class A-3                  $             65,000,000        LA-3-1         $            24,470,000        X-A-3-1
------------------------------------------------------------------------------------------------------------------------------
                                                           LA-3-2         $            40,530,000        X-A-3-2
------------------------------------------------------------------------------------------------------------------------------
Class A-4                  $            169,657,000        LA-4-1         $             4,824,000        X-A-4-1
------------------------------------------------------------------------------------------------------------------------------
                                                           LA-4-2         $             7,710,000        X-A-4-2
------------------------------------------------------------------------------------------------------------------------------
                                                           LA-4-3         $           157,123,000        X-A-4-3
------------------------------------------------------------------------------------------------------------------------------
Class A-1A(1)              $            163,804,000       LA-1A-1         $               616,000        X-A-1A-1
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-2         $               785,000        X-A-1A-2
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-3         $             3,531,000        X-A-1A-3
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-4         $             4,014,000        X-A-1A-4
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-5         $             3,959,000        X-A-1A-5
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-6         $             3,892,000        X-A-1A-6
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -2-
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Corresponding
             Class of                                  Corresponding                                   Component of
          Sequential Pay        Original Class            REMIC I                REMIC I               the Class X
           Certificates       Principal Balance       Regular Interest      Principal Balance          Certificates
           ------------       -----------------       ----------------      -----------------          ------------
------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                        <C>                <C>                          <C>
                                                          LA-1A-7         $             3,809,000        X-A-1A-7
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-8         $             3,698,000        X-A-1A-8
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-9         $             3,593,000        X-A-1A-9
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-10        $            30,134,000       X-A-1A-10
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-11        $             2,621,000       X-A-1A-11
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-12        $            10,118,000       X-A-1A-12
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-13        $             2,253,000       X-A-1A-13
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-14        $            21,449,000       X-A-1A-14
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-15        $             1,566,000       X-A-1A-15
------------------------------------------------------------------------------------------------------------------------------
                                                          LA-1A-16        $            67,766,000       X-A-1A-16
------------------------------------------------------------------------------------------------------------------------------
Class B                    $             26,946,000          LB          $             26,946,000          X-B
------------------------------------------------------------------------------------------------------------------------------
Class C                    $             11,023,000          LC          $             11,023,000          X-C
------------------------------------------------------------------------------------------------------------------------------
Class D                    $             25,721,000         LD-1          $             2,500,000         X-D-1
------------------------------------------------------------------------------------------------------------------------------
                                                            LD-2          $             3,208,000         X-D-2
------------------------------------------------------------------------------------------------------------------------------
                                                            LD-3          $            20,013,000         X-D-3
------------------------------------------------------------------------------------------------------------------------------
Class E                    $             11,024,000         LE-1          $               146,000         X-E-1
------------------------------------------------------------------------------------------------------------------------------
                                                            LE-2          $             4,862,000         X-E-2
------------------------------------------------------------------------------------------------------------------------------
                                                            LE-3          $             4,588,000         X-E-3
------------------------------------------------------------------------------------------------------------------------------
                                                            LE-4          $             1,428,000         X-E-4
------------------------------------------------------------------------------------------------------------------------------
Class F                    $             13,473,000         LF-1          $             2,548,000         X-F-1
------------------------------------------------------------------------------------------------------------------------------
                                                            LF-2          $             5,998,000         X-F-2
------------------------------------------------------------------------------------------------------------------------------
                                                            LF-3          $             4,927,000         X-F-3
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -3-
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Corresponding
             Class of                                  Corresponding                                   Component of
          Sequential Pay        Original Class            REMIC I                REMIC I               the Class X
           Certificates       Principal Balance       Regular Interest      Principal Balance          Certificates
           ------------       -----------------       ----------------      -----------------          ------------
------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                        <C>                <C>                          <C>
Class G                    $             12,248,000         LG-1          $             6,683,000         X-G-1
------------------------------------------------------------------------------------------------------------------------------
                                                            LG-2          $             5,565,000         X-G-2
------------------------------------------------------------------------------------------------------------------------------
Class H                    $             11,023,000         LH-1          $                91,000         X-H-1
------------------------------------------------------------------------------------------------------------------------------
                                                            LH-2          $             8,968,000         X-H-2
------------------------------------------------------------------------------------------------------------------------------
                                                            LH-3          $             1,964,000         X-H-3
------------------------------------------------------------------------------------------------------------------------------
Class J                    $              3,675,000          LJ          $              3,675,000          X-J
------------------------------------------------------------------------------------------------------------------------------
Class K                    $              4,899,000          LK          $              4,899,000          X-K
------------------------------------------------------------------------------------------------------------------------------
Class L                    $              4,899,000         LL-1         $              4,132,000         X-L-1
------------------------------------------------------------------------------------------------------------------------------
                                                            LL-2         $                767,000         X-L-2
------------------------------------------------------------------------------------------------------------------------------
Class M                    $              4,899,000          LM          $              4,899,000          X-M
------------------------------------------------------------------------------------------------------------------------------
Class N                    $              2,450,000          LN          $              2,450,000          X-N
------------------------------------------------------------------------------------------------------------------------------
Class P                    $              3,674,000          LP          $              3,674,000          X-P
------------------------------------------------------------------------------------------------------------------------------
Class Q                    $             13,473,705          LQ          $             13,473,705          X-Q
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  For purposes of making distributions to the Class A-1, Class A-2, Class
     A-3, Class A-4 and Class A-1A Certificates, the pool of Trust Mortgage
     Loans will be deemed to consist of two distinct Loan Groups, Loan Group 1
     and Loan Group 2.

         One mortgage loan in the aggregate original principal amount of
$24,000,000 (the "Great Mall B-Note Loan", as defined below) is not part of the
Trust Fund but is secured by a Mortgage that is the same as the Mortgage that
secures the Great Mall Trust Mortgage Loan. As and to the extent provided
herein, the Great Mall B-Note Loan will be serviced and administered in
accordance with this Agreement. Amounts attributable to the Great Mall B-Note
Loan will not be assets of the Trust Fund and will be beneficially owned by the
Great Mall B-Noteholder. The relative rights of the holder of the Great Mall
Trust Mortgage Loan and the Great Mall B-Noteholder are set forth in the Great
Mall Co-Lender Agreement.

         The portion of the Trust Fund consisting of (i) the Additional Interest
and the Additional Interest Account and (ii) amounts held from time to time in
the Additional Interest Account that represent Additional Interest shall be
treated as a grantor trust for federal income tax purposes, and such

                                      -4-
<PAGE>

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

         In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer 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.

         "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 Regular
Certificates (other than the Class XC and the Class XP Certificates) for any
Distribution Date, one month's interest at the Pass-Through Rate applicable to
such Class of Certificates for such Distribution Date, accrued on the related
Class Principal Balance outstanding immediately prior to such Distribution Date;
and, with respect to the Class XC and the Class XP Certificates for any
Distribution Date, the sum of the Accrued Component Interest for the related
Interest Accrual Period for all of their respective Components for such
Distribution Date. Accrued Certificate Interest shall be calculated on a 30/360
Basis and, with respect to any Class of Regular Certificates for any
Distribution Date, shall be deemed to accrue during the calendar month preceding
the month in which such Distribution Date occurs.

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

         "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.

                                      -6-
<PAGE>

         "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 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 2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series
2004-MKB1, Additional Interest Account." The Additional Interest Account shall
not be an asset of either REMIC I or REMIC II.

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

         "Additional Trust Fund Expense": Any Special Servicing Fees, Workout
Fees, Principal Recovery Fees and, in accordance with Sections 3.03(d) and
4.03(d), interest payable to the Master Servicer and the Trustee on Advances (to
the extent not offset by Default Charges as provided herein) and amounts payable
to the Special Servicer in connection with inspections of Mortgaged Properties
required pursuant to the first sentence of Section 3.12(a) (and not otherwise
paid from Default Charges as provided herein), as well as (without duplication)
any of the expenses of the Trust Fund that may be withdrawn (x) pursuant to any
of clauses (vii), (ix), (xi), (xii), (xiii) 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 (vii), (ix), (xi), (xii), (xiii) and
(xvi) of Section 3.05(e) out of collections on the Great Mall Loan Pair and any
Great Mall REO Property on deposit in the Great Mall Custodial Account as
indicated in such clauses of Section 3.05(e), 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 Great Mall Custodial Account or the Distribution
Account, as the case may be.

                                      -7-
<PAGE>

         "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 Classes, 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) for
such Distribution Date.

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

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

         "Adverse Rating Event": With respect to any Class of rated Certificates
and each Rating Agency that has assigned a rating thereto, as of any date of
determination, the qualification, downgrade or withdrawal of the rating then
assigned to such Class of rated Certificates by such Rating Agency (or the
placing of 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.


                                      -8-
<PAGE>

         "Anticipated Repayment Date": For each ARD Loan, the date specified in
the related Mortgage Note after which the rate per annum at which interest
accrues on such ARD Loan will increase as specified in the related Mortgage Note
(other than as a result of a default thereunder).

         "Appraisal": With respect to any Mortgage Loan, an appraisal of the
related Mortgaged Property from an Independent Appraiser selected by the Special
Servicer or the Master Servicer, as applicable, prepared in accordance with 12
C.F.R. (Section) 225.64 and conducted in accordance with the standards of the
Appraisal Institute by an Independent Appraiser, which Independent Appraiser
shall be advised to take into account the factors specified in Section 3.09(a),
any available environmental, engineering or other third-party reports, and other
factors that a prudent real estate appraiser would consider. The Master
Servicer, the Special Servicer and the Trustee 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
Special Servicer, in consultation with the Controlling Class Representative
(and, with respect to the Great Mall Loan Pair, the Great Mall B-Noteholder or
its designee), as of the first Determination Date immediately succeeding the
date on which the Special Servicer obtains knowledge of the occurrence of the
Required Appraisal Date, 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 Great Mall Loan Pair) 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 or the
Trustee, all unpaid interest accrued on such Required Appraisal Mortgage Loan
through the most recent Due Date prior to such Determination Date at a per annum
rate equal to the related Net Mortgage Rate (exclusive of any portion thereof
that constitutes Additional Interest), (iii) all accrued but unpaid (from
related collections) Master Servicing Fees and Special Servicing Fees with
respect to such Required Appraisal Mortgage Loan and, without duplication, all
accrued or otherwise incurred but unpaid (from related collections) Additional
Trust Fund Expenses with respect to such Required Appraisal Mortgage Loan, (iv)
all related unreimbursed Advances made by or on behalf of the Master Servicer or
the Trustee with respect to such Required Appraisal Mortgage Loan, together with
(A) interest on those Advances and (B) any related Unliquidated Advances and (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; 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 Great Mall Loan
Pair will 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 Great Mall Loan Pair will be allocated first to the Great
Mall B-Note Loan, up to the outstanding principal balance thereof, together with
all

                                      -9-
<PAGE>

accrued and unpaid interest (other than Penalty Interest) thereon, and then to
the Great Mall Trust Mortgage Loan.

         "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 and
the Trustee 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).

         "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 Due Date thereafter as of which such Mortgage
Loan remains outstanding and part of the Trust Fund (or, in the case of the
Great Mall B-Note Loan, as of which such Mortgage Loan remains outstanding and
the Great Mall 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 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
Due Date therefor as of which the related REO Property remains part of the Trust
Fund, the Periodic Payment of principal and/or interest deemed to be due in
respect thereof on such Due Date that would have been due in respect of the
predecessor Mortgage Loan on such Due Date had it remained outstanding (or, if
the predecessor Mortgage Loan was a Balloon Loan and such Due Date coincides
with or follows what had been its Stated Maturity Date, 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,
(ii) the aggregate amount of any P&I Advances made by the Master Servicer or the
Trustee for distribution on the Certificates on

                                      -10-
<PAGE>

such Distribution Date pursuant to Section 4.03, (iii) the aggregate amount
transferred from the Pool REO Account (if established) and/or the Great Mall
Custodial Account to the Collection Account after the Determination Date in the
month of such Distribution Date, 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 (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) and (xix) of Section 3.05(a)
or (B) the Distribution Account pursuant to clauses (ii)-(vi) of Section
3.05(b), (iii) Prepayment Premiums and Yield Maintenance Charges, (iv)
Additional Interest, (v) with respect to the Distribution Date occurring in
February of each year and in January of each year 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.

         "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.

         "Bank of America": Bank of America, N.A., a national banking
association, or its successor in interest.

         "Bank of America Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of May 1, 2004, between the Depositor
and Bank of America and relating to the transfer of the Bank of America Trust
Mortgage Loans to the Depositor.

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

         "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.

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

                                      -11-
<PAGE>

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

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

         "Broker Strip Loans": The Mortgage Loans listed on Exhibit Q hereto.

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

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

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

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

         "Certificate": Any one of the Merrill Lynch Mortgage Trust 2004-MKB1,
Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1, 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
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

                                      -12-
<PAGE>

(a) the Percentage Interest evidenced by such Certificate, multiplied by (b) the
then Class Principal Balance of the Class of Certificates to which such
Certificate belongs.

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

         "Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) neither a Disqualified
Organization nor a Disqualified Non-United States Tax Person shall be Holder of
a Residual Certificate for any purpose hereof and, (ii) solely for the purposes
of giving any consent, approval or waiver pursuant to this Agreement that
relates to any of the Depositor, any Mortgage Loan Seller, the Master Servicer,
the Special Servicer or the Trustee in its respective capacity as such (except
with respect to amendments or waivers referred to in Sections 7.04 and 11.01
hereof and any consent, approval or waiver required or permitted to be made by
the Majority Subordinate Certificateholder or the Controlling Class
Representative and any election, removal or replacement of the Special Servicer
or the Controlling Class Representative pursuant to Section 6.09), any
Certificate registered in the name of the Depositor, any Mortgage Loan Seller,
the Master Servicer, the Special Servicer or the Trustee, 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 Certificates": The Class A-1, Class A-2, Class A-3, 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-5
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

                                      -13-
<PAGE>

         "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.

         "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-4
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.

         "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.

                                      -14-
<PAGE>

         "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 such Class of Certificates shall be
reduced by the amount of any distributions of principal made thereon on such
Distribution Date pursuant to Section 4.01 or 9.01, as applicable, and shall be
further reduced by the amount of any Realized Losses and Additional Trust Fund
Expenses allocated thereto on such Distribution Date pursuant to Section
4.04(a). The 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.

         "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.

                                      -15-
<PAGE>

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

         "Class XC Strip Rate": With respect to any Component (other than a
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 Component that is a 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 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 Class XP Component for such
Distribution Date, and (ii) for any Distribution Date occurring after the Class
XP Termination Date for such Class XP Component, a rate per annum equal to (x)
the Weighted Average Net Mortgage 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 Component X-A-1-2, Component X-1-A-3,
Component X-1-A-4, Component X-A-2-1, Component X-A-2-2, Component X-A-2-3,
Component X-A-2-4, Component X-A-2-5, Component X-A-2-6, Component X-A-2-7,
Component X-A-2-8, Component X-A-2-9, Component X-A-2-10, Component X-A-3-1,
Component X-A-3-2, Component X-A-4-1, Component X-A-4-2, Component X-A-4-3,
Component X-A-1A-2, Component X-A-1A-3, Component X-A-1A-4, Component X-A-1A-5,
Component X-A-1A-6, Component X-A-1A-7, Component X-A-1A-8, Component X-A-1A-9,
Component X-A-1A-10, Component X-A-1A-11, Component X-A-1A-12, Component
X-A-1A-13, Component X-A-1A-14, Component X-A-1A-15, Component X-A-1A-16,
Component X-B, Component X-C, Component X-D-1, Component X-D-2, Component X-D-3,
Component X-E-1, Component X-E-2, Component X-E-3, Component X-E-4, Component
X-F-1, Component X-F-2, Component X-F-3, Component X-G-1, Component X-G-2,
Component X-H-1, Component X-H-2, Component X-H-3, Component X-J, Component X-K,
Component X-L-1 and Component X-L-2.

                                      -16-
<PAGE>

         "Class XP Notional Amount":

         (i) With respect to any Distribution Date on or prior to the
     Distribution Date in November 2004, the sum of (a) the lesser of
     $49,617,000 and the Class Principal Balance of the Class A-1 Certificates
     outstanding from time to time, (b) the lesser of 163,188,000 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-4, 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 November 2004 through and including the Distribution Date in May 2005,
     the sum of (a) the lesser of $46,327,000 and the Class Principal Balance of
     the Class A-1 Certificates outstanding from time to time, (b) the lesser of
     $162,403,000 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-4, 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 May 2005 through and including the Distribution Date in November 2005,
     the sum of (a) the lesser of $29,066,000 and the Class Principal Balance of
     the Class A-1 Certificates outstanding from time to time, (b) the lesser of
     $158,872,000 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-4, 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 November 2005 through and including the Distribution Date in May 2006,
     the sum of (a) the lesser of $377,482,000 and the Class Principal Balance
     of the Class A-2 Certificates outstanding from time to time, (b) the lesser
     of $154,858,000 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-4, 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 May 2006 through and including the Distribution Date in November 2006,
     the sum of (a) the lesser of $358,795,000 and the Class Principal Balance
     of the Class A-2 Certificates outstanding from time to time, (b) the lesser
     of $150,899,000 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-4, Class B, Class C, Class D, Class E, Class F,
     Class G, Class H, Class J and Class K Certificates outstanding from time to
     time, and (d) the lesser of $767,000 and the Class Principal Balance of the
     Class L Certificates outstanding from time to time;

         (vi) With respect to any Distribution Date after the Distribution Date
     in November 2006 through and including the Distribution Date in May 2007,
     the sum of (a) the lesser of $340,492,000 and the Class Principal Balance
     of the Class A-2 Certificates outstanding from time to time, (b) the lesser
     of $147,007,000 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-4, Class B, Class C, Class D, Class E, Class F
     and Class G Certificates outstanding from time to time, and (d) the lesser
     of $10,932,000 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 May 2007 through and including the Distribution
         Date in November 2007, the sum of (a) the lesser of $322,999,000 and
         the Class Principal Balance of the Class A-2 Certificates outstanding
         from time to time, (b) the lesser of $143,198,000 and the Class
         Principal Balance of the Class A-1A

                                      -17-
<PAGE>

     Certificates outstanding from time to time, (c) the Class Principal Balance
     of the Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F
     and Class G Certificates outstanding from time to time, and (d) the lesser
     of $1,964,000 and the Class Principal Balance of the Class H Certificates
     outstanding from time to time;

         (viii) With respect to any Distribution Date after the Distribution
     Date in November 2007 through and including the Distribution Date in May
     2008, the sum of (a) the lesser of $306,010,000 and the Class Principal
     Balance of the Class A-2 Certificates outstanding from time to time, (b)
     the lesser of $139,500,000 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-4, Class B, Class C, Class D, Class E and
     Class F Certificates outstanding from time to time, and (d) the lesser of
     $5,565,000 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 May 2008 through and including the Distribution Date in November 2008,
     the sum of (a) the lesser of $99,515,000 and the Class Principal Balance of
     the Class A-2 Certificates outstanding from time to time, (b) the lesser of
     $135,907,000 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-4, Class B, Class C, Class D and Class E Certificates
     outstanding from time to time, and (d) the lesser of $10,925,000 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 November 2008 through and including the Distribution Date in May 2009,
     the sum of (a) the lesser of $49,123,000 and the Class Principal Balance of
     the Class A-2 Certificates outstanding from time to time, (b) the lesser of
     $105,773,000 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-4, Class B, Class C, Class D and Class E Certificates
     outstanding from time to time, and (d) the lesser of $4,927,000 and the
     Class Principal Balance of the Class F Certificates outstanding from time
     to time;

         (xi) With respect to any Distribution Date after the Distribution Date
     in May 2009 through and including the Distribution Date in November 2009,
     the sum of (a) the lesser of $38,369,000 and the Class Principal Balance of
     the Class A-2 Certificates outstanding from time to time, (b) the lesser of
     $103,152,000 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-4, Class B, Class C and Class D Certificates outstanding from
     time to time, and (d) the

                                      -18-
<PAGE>

     lesser of $10,878,000 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 November 2009 through and including the Distribution Date in May 2010,
     the sum of (a) the lesser of $25,766,000 and the Class Principal Balance of
     the Class A-2 Certificates outstanding from time to time, (b) the lesser of
     $93,034,000 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-4, Class B, Class C and Class D Certificates outstanding from
     time to time, and (d) the lesser of $6,016,000 and the Class Principal
     Balance of the Class E Certificates outstanding from time to time;

         (xiii) With respect to any Distribution Date after the Distribution
     Date in May 2010 through and including the Distribution Date in November
     2010, the sum of (a) the lesser of $40,530,000 and the Class Principal
     Balance of the Class A-3 Certificates outstanding from time to time, (b)
     the lesser of $90,781,000 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 B, Class C and Class D Certificates outstanding
     from time to time, and (d) the lesser of $1,428,000 and the Class Principal
     Balance of the Class E Certificates outstanding from time to time;

         (xiv) With respect to any Distribution Date after the Distribution Date
     in November 2010 through and including the Distribution Date in May 2011,
     the sum of (a) the lesser of $164,833,000 and the Class Principal Balance
     of the Class A-4 Certificates outstanding from time to time, (b) the lesser
     of $69,332,000 and the Class Principal Balance of the Class A-1A
     Certificates outstanding from time to time, (c) the Class Principal Balance
     of the Class B and Class C Certificates outstanding from time to time, and
     (d) the lesser of $23,221,000 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 May 2011 through and including the Distribution Date in November 2011,
     the sum of (a) the lesser of $157,123,000 and the Class Principal Balance
     of the Class A-4 Certificates outstanding from time to time, (b) the lesser
     of $67,766,000 and the Class Principal Balance of the Class A-1A
     Certificates outstanding from time to time, (c) the Class Principal Balance
     of the Class B and Class C Certificates outstanding from time to time, and
     (d) the lesser of $20,013,000 and the Class Principal Balance of the Class
     D Certificates outstanding from time to time; and

         (xvi) With respect to any Distribution Date after the Distribution Date
     in November 2011, $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 (i) for any Distribution Date
occurring on or before the Class XP Termination Date for such Class XP
Component, (x) the lesser of (I) the Weighted Average Net Mortgage Pass-Through
Rate for such Distribution Date and (II) the Class XP Reference Rate for such

                                      -19-
<PAGE>

Distribution Date minus (y) the Pass-Through Rate in effect for such
Distribution Date for the Corresponding Certificates (provided that in no event
shall any Class XP Strip Rate be less than zero), and (ii) for any Distribution
Date occurring after the Class XP Termination Date for such Class XP Component,
0% per annum.

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

      --------------------------------------------------------------------
            Class XP Component         Class XP Termination Date
      --------------------------------------------------------------------
      X-A-1-2                        November 2004
      --------------------------------------------------------------------
      X-A-1-3                        May 2005
      --------------------------------------------------------------------
      X-A-1-4                        November 2005
      --------------------------------------------------------------------
      X-A-1A-2                       November 2004
      --------------------------------------------------------------------
      X-A-1A-3                       May 2005
      --------------------------------------------------------------------
      X-A-1A-4                       November 2005
      --------------------------------------------------------------------
      X-A-1A-5                       May 2006
      --------------------------------------------------------------------
      X-A-1A-6                       November 2006
      --------------------------------------------------------------------
      X-A-1A-7                       May 2007
      --------------------------------------------------------------------
      X-A-1A-8                       November 2007
      --------------------------------------------------------------------
      X-A-1A-9                       May 2008
      --------------------------------------------------------------------
      X-A-1A-10                      November 2008
      --------------------------------------------------------------------
      X-A-1A-11                      May 2009
      --------------------------------------------------------------------
      X-A-1A-12                      November 2009
      --------------------------------------------------------------------
      X-A-1A-13                      May 2010
      --------------------------------------------------------------------
      X-A-1A-14                      November 2010
      --------------------------------------------------------------------
      X-A-1A-15                      May 2011
      --------------------------------------------------------------------
      X-A-1A-16                      November 2011
      --------------------------------------------------------------------
      X-A-2-1                        November 2005
      --------------------------------------------------------------------
      X-A-2-2                        May 2006
      --------------------------------------------------------------------
      X-A-2-3                        November 2006
      --------------------------------------------------------------------
      X-A-2-4                        May 2007
      --------------------------------------------------------------------
      X-A-2-5                        November 2007
      --------------------------------------------------------------------
      X-A-2-6                        May 2008
      --------------------------------------------------------------------
      X-A-2-7                        November 2008
      --------------------------------------------------------------------
      X-A-2-8                        May 2009
      --------------------------------------------------------------------
      X-A-2-9                        November 2009
      --------------------------------------------------------------------
      X-A-2-10                       May 2010
      --------------------------------------------------------------------
      X-A-3-1                        May 2010
      --------------------------------------------------------------------
      X-A-3-2                        November 2010
      --------------------------------------------------------------------
      X-A-4-1                        November 2010
      --------------------------------------------------------------------
      X-A-4-2                        May 2011
      --------------------------------------------------------------------
      X-A-4-3                        November 2011
      --------------------------------------------------------------------
      X-B                            November 2011
      --------------------------------------------------------------------
      X-C                            November 2011
      --------------------------------------------------------------------

                                      -20-
<PAGE>

      --------------------------------------------------------------------
            Class XP Component         Class XP Termination Date
      --------------------------------------------------------------------
      X-D-1                          November 2010
      --------------------------------------------------------------------
      X-D-2                          May 2011
      --------------------------------------------------------------------
      X-D-3                          November 2011
      --------------------------------------------------------------------
      X-E-1                          May 2009
      --------------------------------------------------------------------
      X-E-2                          November 2009
      --------------------------------------------------------------------
      X-E-3                          May 2010
      --------------------------------------------------------------------
      X-E-4                          November 2010
      --------------------------------------------------------------------
      X-F-1                          May 2008
      --------------------------------------------------------------------
      X-F-2                          November 2008
      --------------------------------------------------------------------
      X-F-3                          May 2009
      --------------------------------------------------------------------
      X-G-1                          November 2007
      --------------------------------------------------------------------
      X-G-2                          May 2008
      --------------------------------------------------------------------
      X-H-1                          November 2006
      --------------------------------------------------------------------
      X-H-2                          May 2007
      --------------------------------------------------------------------
      X-H-3                          November 2007
      --------------------------------------------------------------------
      X-J                            November 2006
      --------------------------------------------------------------------
      X-K                            November 2006
      --------------------------------------------------------------------
      X-L-1                          May 2006
      --------------------------------------------------------------------
      X-L-2                          November 2006
      --------------------------------------------------------------------

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

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

         "Closing Date": May 6, 2004.

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

                                      -21-
<PAGE>

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

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

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

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

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

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

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

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

                                      -22-
<PAGE>

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

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

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

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

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

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

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

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

                                      -23-
<PAGE>

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

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

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

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

         "Collection Account": One or more segregated accounts created and
maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled: "KeyCorp
Real Estate Capital Markets, Inc., as Master Servicer for Wells Fargo Bank,
N.A., as Trustee, on behalf of and in trust for the registered holders of
Merrill Lynch Mortgage Trust 2004-MKB1, Commercial Mortgage Pass-Through
Certificates, Series 2004-MKB1."

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

         "Component": Each of Component X-A-1-1, Component X-A-1-2, Component
X-1-A-3, Component X-1-A-4, Component X-A-2-1, Component X-A-2-2, Component
X-A-2-3, Component X-A-2-4, Component X-A-2-5, Component X-A-2-6, Component
X-A-2-7, Component X-A-2-8, Component X-A-2-9, Component X-A-2-10, Component
X-A-3-1, Component X-A-3-2, Component X-A-4-1, Component X-A-4-2, Component
X-A-4-3, Component X-A-1A-1, Component X-A-1A-2, Component X-A-1A-3, Component
X-A-1A-4, Component X-A-1A-5, Component X-A-1A-6, Component X-A-1A-7, Component
X-A-1A-8, Component X-A-1A-9, Component X-A-1A-10, Component X-A-1A-11,
Component X-A-1A-12, Component X-A-1A-13, Component X-A-1A-14, Component
X-A-1A-15, Component X-A-1A-16, Component X-B, Component X-C, Component X-D-1,
Component X-D-2, Component X-D-3, Component X-E-1, Component X-E-2, Component
X-E-3, Component X-E-4, Component X-F-1, Component X-F-2, Component X-F-3,
Component X-G-1, Component X-G-2, Component X-H-1, Component X-H-2, Component
X-H-3, Component X-J, Component X-K, Component X-L-1, Component X-L-2, Component
X-M, Component X-N Component X-P and Component X-Q.

         "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.

                                      -24-
<PAGE>

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

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

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

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

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

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

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

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

         "Component X-A-1A-5": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-1A-5 as of any date of determination.

         "Component X-A-1A-6": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-1A-6 as of any date of determination.

                                      -25-
<PAGE>

         "Component X-A-1A-7": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-1A-7 as of any date of determination.

         "Component X-A-1A-8": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-1A-8 as of any date of determination.

         "Component X-A-1A-9": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-1A-9 as of any date of determination.

         "Component X-A-1A-10": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-1A-10 as of any date of determination.

         "Component X-A-1A-11": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-1A-11 as of any date of determination.

         "Component X-A-1A-12": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-1A-12 as of any date of determination.

         "Component X-A-1A-13": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-1A-13 as of any date of determination.

         "Component X-A-1A-14": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-1A-14 as of any date of determination.

         "Component X-A-1A-15": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-1A-15 as of any date of determination.

         "Component X-A-1A-16": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount

                                      -26-
<PAGE>

equal to the then current REMIC I Principal Balance of REMIC I Regular Interest
LA-1A-16 as of any date of determination.

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

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

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

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

         "Component X-A-2-5": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-2-5 as of any date of determination.

         "Component X-A-2-6": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-2-6 as of any date of determination.

         "Component X-A-2-7": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-2-7 as of any date of determination.

         "Component X-A-2-8": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-2-8 as of any date of determination.

         "Component X-A-2-9": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-2-9 as of any date of determination.

                                      -27-
<PAGE>

         "Component X-A-2-10": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-2-10 as of any date of determination.

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

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

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

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

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

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

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

         "Component X-D-1": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LD-1 as of any date of determination.

         "Component X-D-2": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal

                                      -28-
<PAGE>

to the then current REMIC I Principal Balance of REMIC I Regular Interest LD-2
as of any date of determination.

         "Component X-D-3": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LD-3 as of any date of determination.

         "Component X-E-1": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LE-1 as of any date of determination.

         "Component X-E-2": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LE-2 as of any date of determination.

         "Component X-E-3": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LE-3 as of any date of determination.

         "Component X-E-4": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LE-4 as of any date of determination.

         "Component X-F-1": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LF-1 as of any date of determination.

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

         "Component X-F-3": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LF-3 as of any date of determination.

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

                                      -29-
<PAGE>

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

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

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

         "Component X-H-3": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LH-3 as of any date of determination.

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

         "Component X-K": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LK as of any date of determination.

         "Component X-L-1": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LL-1 as of any date of determination.

         "Component X-L-2": One of the sixty components of the Class XC
Certificates and one of the fifty-four components of the Class XP Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LL-2 as of any date of determination.

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

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

                                      -30-
<PAGE>

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

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

         "Controlling Class": As of any date of determination, the Class of
Sequential Pay Certificates, (a) which bears the latest alphabetical Class
designation and (b) the Class Principal Balance of which is 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 satisfies clause (b) above, the Controlling Class shall be the
outstanding Class of Sequential Pay Certificates bearing the latest alphabetical
Class designation. With respect to determining and exercising the rights of the
Controlling Class, the Class A-1, the Class A-2, the Class A-3, the Class A-4
and the Class A-1A Certificates shall be deemed a single Class of Certificates.

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

         "Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its 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
Investors, Inc., Commercial Mortgage Pass-Through Certificates, Series
2004-MKB1.

         "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 or any Component, the Class of Sequential Pay Certificates for which
such REMIC I Regular Interest is the Corresponding REMIC I Regular Interest or
such Component is the Corresponding Component, as the case may be.

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

         "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 "X-", has the same alphabetic or alphanumeric designation as such
Component.

                                      -31-
<PAGE>

         "Crossed Loan": As defined in Section 2.03(a). The Great Mall Trust
Mortgage Loan and the Great Mall B-Note Loan will 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 originated prior to April 2004, the
related Due Date of such Mortgage Loan in May 2004; and with respect to any
Mortgage Loan that was originated in April 2004 and has the Due Date of its
first Scheduled Payment in June 2004, May 1, 2004.

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

         "Debt Service Coverage Ratio": With respect to any Mortgage Loan, as of
any date of determination, the ratio of (x) the annualized Net Operating Income
(before payment of any debt service on such Mortgage Loan (or with respect to
the Great Mall B-Note Loan, after payment of any debt service on the Great Mall
Trust Mortgage Loan but before payment of any debt service on the Great Mall
B-Note 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.

         "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 the Master
Servicer has, on or prior to 60 days after the Due Date of such Balloon Payment,
received written evidence from an institutional lender of such lender's binding
commitment to refinance such Mortgage Loan within 150 days after the Due Date of
such Balloon Payment (provided that the Mortgagor continues to make the Assumed
Periodic Payment and if such refinancing does not occur during such time
specified in the commitment, the related Mortgage Loan shall immediately become
a Defaulted Mortgage Loan)), in either case such delinquency to be determined
without giving effect to any grace period permitted by the related Mortgage or
Mortgage Note and without regard to any acceleration of payments under the
related Mortgage and Mortgage

                                      -32-
<PAGE>

Note; or (ii) as to which the Master Servicer or Special Servicer has, by
written notice to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced by the related Mortgage Note.

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

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

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

         "Deficient Valuation": With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then outstanding principal balance of the Mortgage Loan (or, with
respect to the Great Mall B-Note Loan, in an amount less than the then aggregate
outstanding principal balance of the Great Mall Loan Pair), which valuation
results from a proceeding initiated under the Bankruptcy Code.

         "Definitive Certificate": 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, the fourth Business
Day prior to the Distribution Date.

         "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


                                      -33-
<PAGE>

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
with a maturity date closest to the maturity date 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 for the
prepaid Trust Mortgage Loan or Trust REO Loan, the issue with the earliest
maturity date shall apply.

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

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

                                      -34-
<PAGE>

         "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 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
the subject 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 2004-MKB1, Commercial Mortgage Pass-Through
Certificates, Series 2004-MKB1."

         "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 June 2004.

         "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 "Aa3" by Moody's (if then
rated by Moody's) and "AA-" by Fitch (or, with respect to any such Rating
Agency, such lower rating as will not result in

                                      -35-
<PAGE>

qualification, downgrading or withdrawal of the ratings then assigned to the
Certificates, as evidenced in writing by the applicable Rating Agency), at any
time such funds are on deposit therein, or (b) with respect to deposits held for
less than 30 days in such account, the short-term deposits of which are rated at
least "P-1" by Moody's (if then rated by Moody's) and "F-1" by Fitch (or, with
respect to any such Rating Agency, such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then assigned to the
Certificates) as evidenced in writing by the applicable Rating Agency at any
time such funds are on deposit therein, (ii) an account or accounts maintained
with KeyBank so long as KeyBank (1) 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 (2) has a
long-term unsecured debt rating of at least "A" and a short-term rating of at
least "F1" 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 CFR (Section) 9.10(b),
having in either case a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority, or (iv) any
other account the use of which would not, in and of itself, cause a
qualification, downgrading or withdrawal of the then-current rating assigned to
any Class of Certificates, as confirmed in writing by each Rating Agency.

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

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

         "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.

         "Euroclear": The Euroclear System or any successor.

         "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, (ii) the
primary servicing fee rate, if any, for such Mortgage Loan or REO Loan and (iii)
with respect to any Broker Strip Loan, the Broker Strip Rate for such Broker
Strip Loan; provided that the Excess Servicing Strip Rate with respect to each
Mortgage Loan and REO Loan shall be subject to reduction by the Trustee pursuant
to Section 3.11(a).

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

                                      -36-
<PAGE>

         "Exemption": Department of Labor Prohibited Transaction Exemption
("PTE") 90-29 and 93-31, each as amended by PTE 97-34, PTE 2000-58 and PTE
2002-41, and 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" shall mean any of (i) the Underwriters, (ii)
any Person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with an Underwriter, and
(iii) any member of any underwriting syndicate or selling group of which any
Person described in clauses (i) and (ii) is a manager or co-manager with respect
to a Class of Investment Grade Certificates.

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

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

         "Final Recovery Determination": A determination by the Special Servicer
with respect to any Specially Serviced Mortgage Loan, Corrected Mortgage Loan or
REO Property (other than a Mortgage Loan or REO Property, as the case may be,
that was purchased or replaced by any of the Mortgage Loan Sellers, pursuant to
the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase
Agreement or the Bank of America Mortgage Loan Purchase Agreement, as
applicable, or that was purchased by the Majority Subordinate Certificateholder
or the Special Servicer or any assignee of the foregoing pursuant to Section
3.18, by the Great Mall B-Noteholder pursuant to the Great Mall Co-Lender
Agreement or by the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder pursuant to Section 9.01) that there has been a
recovery of all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries that the Special Servicer has determined, in accordance with the
Servicing Standard, will be ultimately recoverable.

         "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
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
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.

         "Gain-on-Sale Proceeds": With respect to any Trust Mortgage Loan or REO
Property, the excess, if any, of (i) any and all Liquidation Proceeds collected
with respect to such Mortgage Loan or 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 Great Mall B-Noteholder,
over (ii) the Purchase Price for such Mortgage Loan 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 2004-MKB1, Commercial
Mortgage Pass-Through Certificates, Series 2004-MKB1, Gain-on-Sale Reserve
Account."

                                      -37-
<PAGE>

         "General Special Servicer": As defined in Section 7.01(c).

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

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

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

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

         "Grantor Trust E Assets": The segregated pool of assets 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 Additional Interest Account that represent Additional Interest.

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

         "Great Mall B-Note Loan": The Mortgage Loan in the original principal
amount of $24,000,000 secured by the same Mortgage encumbering the Great Mall
Mortgaged Property as the Great Mall Trust Mortgage Loan and subordinate in
right of payment to the Great Mall Trust Mortgage Loan. The Great Mall B-Note
Loan will not be part of the Mortgage Pool and will not be considered a Trust
Mortgage Loan.

         "Great Mall B-Note Reports": As defined in Section 3.12(j) hereof.

         "Great Mall B-Noteholder": The holder of the Mortgage Note for the
Great Mall B-Note Loan.

         "Great Mall Co-Lender Agreement": The co-lender agreement between the
Trust Fund as lender in respect of the Great Mall Trust Mortgage Loan and the
Great Mall B-Noteholder.

         "Great Mall Consultation Action": Any of the actions referred to in
clauses (i)(1) through (i)(6) of Section 21(b) of the Great Mall Co-Lender
Agreement with respect to the Great Mall Loan Pair or any Great Mall REO
Property.

         "Great Mall Control Appraisal Event": A "Control Appraisal Event"
within the meaning of the Great Mall Co-Lender Agreement.

                                      -38-
<PAGE>

         "Great Mall Controlling Party": The "Controlling Lender" within the
meaning of the Great Mall Co-Lender Agreement or, for purposes of exercising any
rights of the such "Controlling Lender", any permitted designee of such
"Controlling Lender" in accordance with the Great Mall Co-Lender Agreement.

         "Great Mall Custodial Account": With respect to the Great Mall B-Note
Loan, 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 Great Mall
B-Noteholder, which shall be entitled substantially as follows: "KeyCorp Real
Estate Capital Markets, 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 2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series
2004-MKB1 and [name of the Great Mall B-Noteholder], as their interests may
appear." Any such account shall be an Eligible Account.

         "Great Mall Early Determination Date": With respect to each Collection
Period, the Business Day preceding the Great Mall Early Remittance Date
occurring during such Collection Period.

         "Great Mall Early Remittance Date": The fifth day of each calendar
month, or if the fifth day is not a Business Day, the next succeeding Business
Day, commencing in June 2004.

         "Great Mall Loan Pair": Collectively, the Great Mall Trust Mortgage
Loan and the Great Mall B-Note Loan. The term "Great Mall Loan Pair" shall
include any successor REO Loans with respect to the Great Mall Trust Mortgage
Loan and the Great Mall B-Note Loan.

         "Great Mall Mortgaged Property": The Mortgaged Property identified on
the Mortgage Loan Schedule as The Great Mall of the Bay Area.

         "Great Mall Noteholders": Collectively, the Trustee, as holder of the
Mortgage Note for the Great Mall Trust Mortgage Loan, and the Great Mall
B-Noteholder.

         "Great Mall 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 and the Great Mall B-Noteholder,
which shall be entitled "Clarion Partners, LLC, as Special Servicer, in trust
for registered holders of Merrill Lynch Mortgage Trust 2004-MKB1, Commercial
Mortgage Pass-Through Certificates, Series 2004-MKB1 and [name of the Great Mall
B-Noteholder], as their interests may appear."

         "Great Mall REO Property": The Great Mall 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 Great Mall B-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 the Great Mall Loan Pair.

         "Great Mall Special Servicer": As defined in Section 7.01(c).

         "Great Mall Specially Designated Servicing Actions": Any of the actions
referred to in clauses (ii)(1) through (ii)(12) of Section 21(b) of the Great
Mall Co-Lender Agreement with respect to the Great Mall Loan Pair or any Great
Mall REO Property.

                                      -39-
<PAGE>

         "Great Mall Triggering Event of Default": A "Triggering Event of
Default" under the Great Mall Co-Lender Agreement.

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

         "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.

         "Holder": A Certificateholder.

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

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

         "Independent": When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Depositor, the Mortgage Loan
Sellers, the Master Servicer, the Special Servicer, the Controlling Class
Representative, the Trustee and any and all Affiliates thereof (and, with
respect to the Great Mall Loan Pair, the Great Mall B-Noteholder 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 or any Affiliate thereof (or, with respect to the
Great Mall Loan Pair, the Great Mall B-Noteholder 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 or any Affiliate thereof (or, with respect to the Great Mall Loan Pair,
the Great Mall B-Noteholder 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 or any Affiliate thereof
(or, with respect to the Great Mall Loan Pair, the Great Mall B-Noteholder 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 or

                                      -40-
<PAGE>

any Affiliate thereof (or, with respect to the Great Mall Loan Pair, the Great
Mall B-Noteholder 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 percent or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund, delivered to the
Trustee (and, if the Great Mall Loan Pair is involved, to the Great Mall
B-Noteholder), provided that (i) such REMIC does not receive or derive any
income from such Person and (ii) the relationship between such Person and such
REMIC is at arm's length, all within the meaning of Treasury regulations section
1.856-4(b)(5), or (b) any other Person upon receipt by the Trustee (and, if the
Great Mall Loan Pair is involved, by the Great Mall B-Noteholder) of an Opinion
of Counsel, which shall be at no expense to the Master Servicer, the Special
Servicer, the Trustee 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.

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

                                      -41-
<PAGE>

         "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 2004-MKB1, Commercial
Mortgage Pass-Through Certificates, Series 2004-MKB1".

         "Interest Reserve Amount": With respect to each Interest Reserve Loan
and each Distribution Date that occurs in February of each year subsequent to
2004 and in January of each year subsequent to 2004 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.

         "Interest Reserve Loan": Each Trust Mortgage Loan that is an Actual/360
Mortgage Loan and each Trust REO Loan that relates to an Actual/360 Mortgage
Loan.

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

         "Internet Website": Either of 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" shall mean, 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 the Great Mall 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.

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

         "KeyBank Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of May 1, 2004, between the Depositor and KeyBank
and relating to the transfer of the KeyBank Trust Mortgage Loans to the
Depositor.

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

         "KRECM": KeyCorp Real Estate Capital Markets, Inc.

                                      -42-
<PAGE>

         "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, 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
Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase
Agreement, or the Bank of America Mortgage Loan Purchase Agreement, as
applicable; (iv) such Mortgage Loan is purchased by the Majority Subordinate
Certificateholder, the Special Servicer or any assignee thereof pursuant to
Section 3.18 or by the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder pursuant to Section 9.01; or (v) in the case of
the Great Mall Trust Mortgage Loan, such Mortgage Loan is purchased by the Great
Mall B-Noteholder pursuant to the Great Mall Co-Lender Agreement. With respect
to any REO Property (and the related REO Loan), any of the following events: (i)
a Final Recovery Determination is made with respect to such REO Property; or
(ii) such REO Property is purchased by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder pursuant to Section 9.01.

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

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

                                      -43-
<PAGE>

         "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 belonging to Loan Group 1, subject to
reduction or increase 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 belonging to Loan Group 2, subject to
reduction or increase in accordance with Section 1.02.

         "Loan-to-Value Ratio": With respect to any Mortgage Loan, as of any
date of determination, a fraction, expressed as a percentage, the numerator of
which is the then current principal amount of such Mortgage Loan (plus, in the
case of the Great Mall B-Note Loan, the current principal amount of the Great
Mall Trust Mortgage Loan), 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.

         "Majority Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates (or, if the Controlling Class
consists of Book-Entry Certificates, 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) entitled to greater than 50% of the Voting
Rights allocated to the Controlling Class; provided, however, that if there is
no single Holder of Certificates (or Certificate Owner) entitled to greater than
50% of the Voting Rights allocated to such Class, then the Majority Subordinate
Certificateholder shall be the single Holder of Certificates (or Certificate
Owner) with the largest percentage of Voting Rights allocated to such Class.
With respect to determining the Majority Subordinate Certificateholder, the
Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class
A-4 Certificates and Class A-1A Certificates 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 in proportion to the
respective Certificate Principal Balances of such Certificates as of such date
of determination.

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

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

                                      -44-
<PAGE>

         "Master Servicing Fee Rate": With respect to each Trust Mortgage Loan,
the per annum rate set forth under the column "Master Servicing Fee Rate" on the
Mortgage Loan Schedule, and with respect to the Great Mall B-Note Loan, 0.03%
per annum.

         "Merrill Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of May 1, 2004, 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.

         "MERS": Mortgage Electronic Registration Systems, Inc. or any successor
thereto.

         "MERS Mortgage Loan": Any Mortgage Loan registered with MERS on the
MERS(R) System, as to which MERS is acting as mortgagee, solely as nominee for
the originator of such Mortgage Loan and its successors and assigns.

         "MERS(R) System": The system of recording transfers of mortgages
electronically maintained by MERS.

         "MIN": The Mortgage Identification Number for any MERS Mortgage Loan.

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

         "Monthly Additional Report on Recoveries and Reimbursements": With
respect to each Collection Period for which the information described in this
definition is available, a report prepared by the Master Servicer, in a format
reasonably acceptable to the Special Servicer and the Trustee, that identifies
the following with respect to such Collection Period, in all cases both on a
loan-by-loan basis and in the aggregate:

         (a) the amount of any Advance (and accrued and unpaid interest thereon)
     that became a Workout-Delayed Reimbursement Amount during such Collection
     Period;

         (b) (i) the amount of any Workout-Delayed Reimbursement Amount that was
     reimbursed to the Master Servicer, the Special Servicer or the Trustee
     during such Collection Period, (ii) the extent to which any reimbursement
     of a Workout-Delayed Reimbursement Amount made during such Collection
     Period was made from principal collections on the related Trust Mortgage
     Loan received during the Collection Period, (iii) the extent to which any
     reimbursement of a Workout-Delayed Reimbursement Amount made during such
     Collection Period was made from principal collections on the remainder of
     the Trust Mortgage Loans received during such Collection Period and (iv)
     the amount of any related Unliquidated Advances;

         (c) the amount of any Unliquidated Advances recovered from the related
     Mortgagor or otherwise from the proceeds of the related Trust Mortgage Loan
     or Trust REO Property on behalf of the Trust during the current Collection
     Period;

                                      -45-
<PAGE>

         (d) (i) the amount of any Unliquidated Advance that (if it was still
     outstanding) would have become a Nonrecoverable Advance in the current
     Collection Period, and (ii) the amount of any Workout-Delayed Reimbursement
     Amount that arose in a prior Collection Period, was not reimbursed to the
     Master Servicer, the Special Servicer or the Trustee in the current or a
     prior Collection Period (and therefore had not become an Unliquidated
     Advance) but which has became a Nonrecoverable Advance in the current
     Collection Period;

         (e) the amount of any Advance (and accrued and unpaid interest
     thereon), other than an amount described in clause (d) above, that became a
     Nonrecoverable Advance during such Collection Period;

         (f) (i) the amount of any Nonrecoverable Advance (and accrued and
     unpaid interest thereon) that was reimbursed to the Master Servicer, the
     Special Servicer or the Trustee during the current Collection Period, and
     (ii) the extent (if any) to which any reimbursement of a Nonrecoverable
     Advance (and accrued and unpaid interest thereon) was made from principal
     collections on the Mortgage Pool received during such Collection Period;

         (g) the amount of any Advance reimbursed to the Master Servicer, the
     Special Servicer or the Trustee as a Nonrecoverable Advance in a prior
     Collection Period but recovered from the related Mortgagor or otherwise
     from the proceeds of the related Trust Mortgage Loan or Trust REO Loan on
     behalf of the Trust during the current Collection Period (notwithstanding
     that it was previously determined to constitute a Nonrecoverable Advance);
     and

         (h) a reconciliation of interest accrued on any Workout-Delayed
     Reimbursement Amount or any Nonrecoverable Advance, any Default Charges
     collected during the related Collection Period and the amount of Default
     Charges that were applied to pay such 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 the Great Mall Trust Mortgage Loan, also with respect to the Great Mall
B-Note Loan, collectively the following documents (which, in the case of the
Great Mall Loan Pair, 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 Great Mall Loan Pair):

         (i) (A) the original executed Mortgage Note including any power of
     attorney related to the execution thereof (or a lost note affidavit and
     indemnity with a copy of such Mortgage Note attached thereto), together
     with any and all intervening endorsements thereon, endorsed on

                                      -46-
<PAGE>

     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
     2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1,
     or in blank, and (B) in the case of the Great Mall Loan Pair, a copy of the
     executed Mortgage Note for the Great Mall B-Note Loan;

         (ii) an original or copy of the Mortgage, together with 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 or, in the case of
     each MERS Mortgage Loan, an original or copy of the Mortgage, together with
     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, with
     language noting the presence of the MIN of the subject Trust Mortgage Loan
     and language indicating that the subject Trust Mortgage Loan is a MERS
     Mortgage Loan;

         (iii) an original or copy of any related Assignment of Leases (if such
     item is a document separate from the Mortgage), together with any and all
     intervening assignments thereof, in each case (unless not yet returned by
     the applicable recording office) with evidence of recording indicated
     thereon or certified by the applicable recording office or, in the case of
     a MERS Mortgage Loan, an original or copy of any related Assignment of
     Leases (if such item is a document separate from the Mortgage), together
     with any and all intervening assignments thereof, in each case with
     evidence of recording indicated thereon or certified by the applicable
     recording office, with language noting the presence of the MIN of the
     subject Trust Mortgage Loan and language indicating that the subject Trust
     Mortgage Loan is a MERS Mortgage Loan;

         (iv) an original executed assignment, in recordable form (except for
     completion of the assignee's name (if the assignment is delivered in blank)
     or a certified copy of that assignment as sent for recording and any
     missing recording information) of (a) the Mortgage, (b) any related
     Assignment of Leases (if such item is a document separate from the
     Mortgage) and (c) any other recorded document relating to the Mortgage Loan
     otherwise included in the Mortgage File, in favor of Wells Fargo Bank,
     N.A., as trustee for the registered holders of Merrill Lynch Mortgage Trust
     2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1,
     (or, in the case of the Great Mall Loan Pair, in favor of Wells Fargo Bank,
     N.A., as trustee for the registered holders of Merrill Lynch Mortgage Trust
     2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1,
     and in its capacity as lead lender on behalf of the holder of the related
     B-Note) or in blank or, in the case of each MERS Mortgage Loan, evidence
     from MERS indicating the Trustee's ownership of the Mortgage Loan on the
     MERS system and the Trustee as the beneficiary of the assignment(s) 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;

         (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 2004-MKB1, Commercial
     Mortgage Pass-Through Certificates, Series 2004-MKB1, or in blank (or, in
     the case of the Great Mall Loan Pair, in favor of Wells Fargo Bank, N.A.,
     as trustee for the registered holders of Merrill Lynch Mortgage Trust
     2004-MKB1, Commercial Mortgage

                                      -47-
<PAGE>

     Pass-Through Certificates, Series 2004-MKB1, and in its capacity as lead
     lender on behalf of the holder of the related B-Note) or, in the case of
     each MERS Mortgage Loan, evidence from MERS indicating the Trustee's
     ownership of the Mortgage Loan on the MERS system and the Trustee as the
     beneficiary of the assignment(s) of unrecorded documents relating to the
     Trust Mortgage Loan otherwise included in the Mortgage File;

         (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 copy of an irrevocable, binding commitment (which may be a pro
     forma policy or a marked version of the policy that has been executed by an
     authorized representative of the title company or an agreement to provide
     the same pursuant to binding escrow instructions executed by an authorized
     representative of the title company) to issue such title insurance policy;

         (viii) any filed copies or other evidence of filing of any prior UCC
     Financing Statements in favor of the originator of such 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 2004-MKB1,
     Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1, as
     assignee (or, in the case of the Great Mall Loan Pair, in favor of Wells
     Fargo Bank, N.A., as trustee for the registered holders of Merrill Lynch
     Mortgage Trust 2004-MKB1, Commercial Mortgage Pass-Through Certificates,
     Series 2004-MKB1, and in its capacity as lead lender on behalf of the
     holder of the related B-Note), or in blank or, in the case of each MERS
     Mortgage Loan, evidence from MERS indicating the Trustee's ownership of the
     Mortgage Loan on the MERS system and the Trustee as the beneficiary of any
     effective UCC Financing Statement in favor of the related Mortgage Loan
     Seller on record with the applicable public office for UCC Financing
     Statements;

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

         (x) any intercreditor agreement relating to permitted debt of the
     Mortgagor (including the Great Mall Co-Lender Agreement) and any
     intercreditor agreement relating to mezzanine debt related to the
     Mortgagor;

         (xi) an original or a copy of any loan agreement (if any), escrow or
     reserve agreement (if any), security agreement (if any), management
     agreement (if any), agreed upon procedures letter (if any), lockbox or cash
     management agreements (if any), environmental reports (if any), or letter
     of credit (if any), in each case relating to such Mortgage Loan; and

                                      -48-
<PAGE>

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

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 the Great Mall B-Note 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 the Great Mall B-Noteholder, as
applicable.

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

         "Mortgage Loan Purchase Agreement": Any of the Bank of America Mortgage
Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the
Merrill 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;

                                      -49-
<PAGE>

         (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;

         (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, KeyBank or Bank of America.

         "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.

         "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.

                                      -50-
<PAGE>

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

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

         "Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the 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 Account, the Great Mall 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, the Great Mall 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 Rate": With respect to any Mortgage Loan or any REO Loan,
as of any date of determination, a rate per annum equal to the related Mortgage
Rate minus the sum of the Trustee Fee Rate and the applicable Master Servicing
Fee Rate (or, in the case of the Great Mall B-Note Loan or any successor REO
Loan with respect thereto, the related Mortgage Rate minus the applicable Master
Servicing Fee Rate).

         "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

                                      -51-
<PAGE>

         (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 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
2004, 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 2004, then the amount of interest
referred to in the fractional numerator described in clause (B)(1) above will be
increased to reflect any Interest Reserve Amounts with respect to the subject
Trust Mortgage Loan (or Trust REO Loan) transferred from the Interest Reserve
Account to the Distribution Account for distribution on such Distribution Date.

         "Net 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 and, in the case of the Great Mall Loan Pair, the Great
Mall B-Noteholder.

         "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 or the Trustee, as the case may be, that,
as determined by the Master Servicer, the Special Servicer or the Trustee, as
applicable, in accordance with the Servicing Standard with respect to such P&I
Advance will

                                      -52-
<PAGE>

not be ultimately recoverable from Late Collections, 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 the Great Mall Trust
Mortgage Loan, on or with respect to the Great Mall Loan Pair); provided,
however, the Special Servicer may, at its option, make a determination (which
shall be binding upon the Master Servicer and the Trustee) 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 or the Trustee is a Nonrecoverable P&I Advance and shall deliver notice
of such determination to the Master Servicer and the Trustee. In making a
recoverability determination, the applicable Person will be entitled to consider
(among other things) the obligations of the Mortgagor under the terms of the
related Mortgage Loan as it may have been modified, to consider (among other
things) the related Mortgaged Properties in their "as is" or then current
conditions and 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 and to estimate and consider
(consistent with the Servicing Standard) (among other things) the timing of
recoveries. 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 or the Trustee's determination as to the recoverability of any P&I
Advance shall be conclusive and binding on the Certificateholders. The Trustee
shall be entitled to conclusively rely on any recoverability determination made
by the Master Servicer and the Master Servicer and the Trustee 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 Trust
Mortgage Loan or Trust REO Loan by the Master Servicer, the Special Servicer or
the Trustee, as the case may be, that, as determined by the Master Servicer, the
Special Servicer or the Trustee in accordance with the Servicing Standard, will
not be ultimately recoverable from Late Collections, Insurance Proceeds,
Liquidation Proceeds, or any other recovery on or in respect of such Trust
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 and the Trustee) 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 or
the Trustee is a Nonrecoverable Servicing Advance and shall deliver notice of
such determination to the Master Servicer and the Trustee. 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. 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

                                      -53-
<PAGE>

faith, the Master Servicer's, the Special Servicer's or the Trustee's
determination as to the recoverability of any Servicing Advance shall be
conclusive and binding on the Certificateholders. The Trustee shall be entitled
to conclusively rely on any recoverability determination made by the Master
Servicer and the Master Servicer and the Trustee shall be entitled to
conclusively rely on any recoverability determination made by the Special
Servicer and shall be required to act in accordance with such determination.

         "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class XC, Class A-1A, 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-United States Tax Person": Any Person other than a United States
Tax Person.

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

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

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

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

         "Original Class Principal Balance": With respect to any Class of
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": $979,850,321.

         "Original Class XP Notional Amount": $952,193,000.

         "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 Entity": Any regulated investment company, real estate
investment trust, trust, partnership, or other entities described in Section
860E(e)(6) of the Code.

                                      -54-
<PAGE>

         "Pass-Through Rate": With respect to:

         (i)      the Class A-1 Certificates for any Distribution Date, 3.5630%
                  per annum;

         (ii)     the Class A-2 Certificates for any Distribution Date, 4.3530%
                  per annum;

         (iii)    the Class A-3 Certificates for any Distribution Date, 4.8920%
                  per annum;

         (iv)     the Class A-4 Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 5.1760% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (v)      the Class A-1A Certificates for any Distribution Date, 4.8670%
                  per annum;

         (vi)     the Class B Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 5.2800% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (vii)    the Class C Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 5.3200% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (viii)   the Class D Certificates for any Distribution Date, a per
                  annum rate equal to the Weighted Average Net Mortgage
                  Pass-Through Rate for such Distribution Date less 0.1700%;

         (ix)     the Class E Certificates for any Distribution Date, a per
                  annum rate equal to the Weighted Average Net Mortgage
                  Pass-Through Rate for such Distribution Date less 0.0810%;

         (x)      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;

         (xi)     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;

         (xii)    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;

         (xiii)   the Class J Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 5.4210% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xiv)    the Class K Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 5.4210% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

                                      -55-
<PAGE>

         (xv)     the Class L Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 5.4210% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xvi)    the Class M Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 5.4210% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xvii)   the Class N Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 5.4210% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xviii)  the Class P Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 5.4210% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

         (xix)    the Class Q Certificates for any Distribution Date, a per
                  annum rate equal to the lesser of (a) 5.4210% and (b) the
                  Weighted Average Net Mortgage Pass-Through Rate for such
                  Distribution Date;

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

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

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

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

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

         "Percentage Interest": With respect to any Regular Certificate, 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

                                      -56-
<PAGE>

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;

         (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 Fitch and Moody's or such lower rating as will
     not result in qualification, downgrading or withdrawal of the ratings then
     assigned to the Certificates, as evidenced in writing by the Rating
     Agencies. In addition, its terms must have a predetermined fixed dollar
     amount of principal due at maturity that cannot vary or change. Interest
     may either be fixed or variable. If such interest is variable, interest
     must be tied to a single interest rate index plus a single fixed spread (if
     any), and move proportionately with that index;

         (iii) federal funds, unsecured uncertified certificates of deposit,
     time deposits, demand deposits and bankers' acceptances of any bank or
     trust company organized under the laws of the United States or any state
     thereof (having original maturities of not more than 365 days), the short
     term obligations of which are rated in the highest rating categories of
     each of Fitch and Moody's or such lower rating as will not result in
     qualification, downgrading or withdrawal of the ratings then assigned to
     the Certificates, as evidenced in writing by the Rating Agencies. In
     addition, its terms should have a predetermined fixed dollar amount of
     principal due at maturity that cannot vary or change. Interest may either
     be fixed or variable. If such interest is variable,

                                      -57-
<PAGE>

     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 Fitch and Moody's or such lower
     rating as will not result in qualification, downgrading or withdrawal of
     the ratings then assigned to the Certificates, as evidenced in writing by
     the Rating Agencies. The commercial paper by its terms must have a
     predetermined fixed dollar amount of principal due at maturity that cannot
     vary or change. Interest may either be fixed or variable. If such interest
     is variable, interest must be tied to a single interest rate index plus a
     single fixed spread (if any), and move proportionately with that index;

         (v) money market funds which are rated in the highest applicable rating
     category of each of Fitch and Moody's (or such lower rating as will not
     result in qualification, downgrading or withdrawal of the ratings then
     assigned to the Certificates, as evidenced in writing by the Rating
     Agencies). In addition, its terms 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.

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

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

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

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

         "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,

                                      -58-
<PAGE>

which shall be entitled "Clarion Partners, LLC, as Special Servicer, in trust
for registered holders of Merrill Lynch Mortgage Trust 2004-MKB1, Commercial
Mortgage Pass-Through Certificates, Series 2004-MKB1."

         "Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on the
Certificates for federal income tax purposes, (i) each Trust ARD Loan is repaid
on its Anticipated Repayment Date, (ii) no Trust Mortgage Loan will otherwise be
paid prior to maturity and (iii) there will be no extension of maturity for any
Trust Mortgage Loan.

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

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

         "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):

                                      -59-
<PAGE>

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

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

         (c) with respect to any Trust Mortgage Loan as to which the related
     Stated Maturity Date occurred during or prior to the related Collection
     Period, any payment of principal (other than a Principal Prepayment) made
     by or on behalf of the related Mortgagor during the related Collection
     Period (including any Balloon Payment), net of any portion of such payment
     that represents a recovery of the principal portion of any Periodic Payment
     (other than a Balloon Payment) due, or the principal portion of any Assumed
     Periodic Payment deemed due, in respect of such Trust Mortgage Loan on a
     Due Date during or prior to the related Collection Period and included as
     part of the Principal Distribution Amount for such Distribution Date or any
     prior Distribution Date pursuant to clause (a) above;

         (d) the aggregate of the principal portion 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

                                      -60-
<PAGE>

         (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 Amount for the subject
Distribution Date shall be increased as and to the extent provided in Section
1.02(c).

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

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

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

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

         "Privileged Person": Any Certificateholder, Certificate Owner, any
prospective transferee of a Certificate or interest therein, any Rating Agency,
any Mortgage Loan Seller, the Great Mall B-Noteholder, the Great Mall
Controlling Party, 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, as applicable.

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

         "Prospectus": The prospectus dated April 23, 2004, as supplemented by
the Prospectus Supplement, relating to the Registered Certificates.

         "Prospectus Supplement": The final prospectus supplement dated April
23, 2004 of the Depositor relating to the registration of the Registered
Certificates under the Securities Act.

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

                                      -61-
<PAGE>

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

         "Purchase Price": With respect to any Trust Mortgage Loan (or Trust REO
Loan), a cash price equal to the outstanding principal balance of such Trust
Mortgage Loan (or Trust REO Loan) as of the date of purchase, together with (a)
all accrued and unpaid interest on such Trust Mortgage Loan (or Trust REO Loan)
at the related Mortgage Rate 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 (or Trust REO 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,
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 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 Special Servicing Fees and including any Additional Trust Fund
Expenses previously reimbursed or paid by the Trust Fund but not so reimbursed
by the related Mortgagor or from Insurance Proceeds or 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
Fitch and "A3" by Moody's (or the obligations of which are guaranteed or backed
by a company having such a claims paying ability) (or, with respect to the
required Fitch rating, if not rated by Fitch, then at least "A-" by two other
nationally recognized statistical rating organizations (which may include
Moody's)) and (ii) with respect to the fidelity bond and errors and omissions
Insurance Policy required to be maintained pursuant to Section 3.07(c), an
insurance company that has a claims paying ability rated no lower than two
rating categories (without regard to pluses or minuses or numerical
qualifications) below the rating assigned to the then highest rated outstanding
Certificate (or, with respect to the required Fitch rating, if not rated by
Fitch, then at least "A-" by two other nationally recognized statistical rating
organizations (which may include Moody's)), but in no event lower than "A-" by
Fitch and "A3" by Moody's, 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.

         "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 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

                                      -62-
<PAGE>

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 Merrill Mortgage Loan Purchase
Agreement, KeyBank Mortgage Loan Purchase Agreement or the Bank of America
Mortgage Loan Purchase Agreement, as applicable; (viii) have an Environmental
Assessment that indicates no adverse environmental conditions and an engineering
report that indicates no adverse physical condition with respect to the related
Mortgaged Property and which will be delivered as a part of the related Mortgage
File; (ix) have 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 February
2042.

         "Rating Agency": Each of Fitch and Moody's.

         "Realized Loss": With respect to: (1) each Specially Serviced Mortgage
Loan or Corrected Mortgage Loan as to which a Final Recovery Determination has
been made, or with respect to any successor REO Loan as to which a Final
Recovery Determination has been made as to the related 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

                                      -63-
<PAGE>

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
servicing expenses, Servicing Advances, (together with interest accrued thereon
and Unliquidated Advances in respect of prior related Servicing Advances), 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 related due and unpaid servicing
compensation (including Principal Recovery Fees) and any other related unpaid
Additional Trust Fund Expenses, together with 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 Liquidation Proceeds that is
payable or reimbursable in respect of the related liquidation and other
servicing expenses; (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); and (4) the amount of any Nonrecoverable Advance reimbursed (and/or
interest thereon paid) from amounts that would have otherwise been distributable
as principal.

         "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-4, Class B, Class C, Class D, Class E or Class XP Certificate.

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

         "Reimbursement Rate": The rate per annum applicable to the accrual of
interest on Servicing Advances in accordance with Section 3.03(d) and on P&I
Advances in accordance with Section 4.03(d), which rate per annum is equal to
the Prime Rate. "REMIC": A "real estate mortgage investment conduit" as defined
in Section 860D of the Code (or any successor thereto).

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

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<PAGE>

         "REMIC I": The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder with respect
to which a separate REMIC election is to be made and, consisting of: (i) all of
the Trust Mortgage Loans as from time to time are subject to this Agreement and
all payments under and proceeds of such Trust Mortgage Loans received after the
Closing Date (excluding the Excess Servicing Strip, the Broker Strip and all
Additional Interest), together with all documents included in the related
Mortgage Files and any related Escrow Payments and Reserve Funds; (ii) all
amounts (other than the Excess Servicing Strip, the Broker Strip and all
Additional Interest) held from time to time in the Collection Account, the
Interest Reserve Account, any Pool REO Account, the Gain-on-Sale Reserve
Account, the Great Mall Custodial Account and the Distribution Account; (iii)
any REO Property acquired in respect of such a Trust Mortgage Loan; (iv) the
rights of the Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13, 14, 16, 17,
18, 19 and 20 of each of the Merrill Mortgage Loan Purchase Agreement, the
KeyBank Mortgage Loan Purchase Agreement and the Bank of America Mortgage Loan
Purchase Agreement with respect to such Trust Mortgage Loans; and (v) the rights
of the mortgagee under all Insurance Policies with respect to such Trust
Mortgage Loans; provided that REMIC I shall not include the Great Mall B-Note
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 the Great Mall B-Note 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 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-4,
Class A-1A, 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 XC, Class XP 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

                                      -65-
<PAGE>

         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 the Great Mall 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 the Great Mall Loan Pair is
involved, one of the two Mortgage Loans comprising the Great Mall Loan Pair)
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 the Great Mall Loan Pair, on behalf of the
Trust and the Great Mall B-Noteholder). 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 or
the Trustee 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 or the Trustee for other
related Servicing Advances as provided in this Agreement, interest on such
Advances and other related Additional Trust Fund Expenses) shall be treated:
first, as a recovery of accrued and unpaid interest on such REO Loan at the
related Mortgage Rate to but not including the Due Date in the Collection Period
of receipt (exclusive of any portion thereof that constitutes Additional
Interest); second, as a recovery of principal of such REO Loan to the extent of
its entire unpaid principal balance; and third, in accordance with the normal
servicing practices of the Master Servicer, as a recovery of any other amounts
due and owing in respect of such REO Loan, including, without limitation, (i)
Yield Maintenance Charges, Prepayment Premiums and Penalty Interest and (ii)
Additional Interest and other amounts, in that order; provided, however, that if
the Great Mall Trust Mortgage Loan and the Great Mall B-Note Loan 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 Great Mall
Co-Lender Agreement. Notwithstanding the foregoing, all amounts payable

                                      -66-
<PAGE>

or reimbursable to the Master Servicer, the Special Servicer or the Trustee 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 or the Trustee 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 or the Trustee, 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 the Great
Mall Loan Pair, 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 the Great Mall Loan Pair, the Great Mall 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 CFR
(Section) 225.64 and conducted in accordance with the standards of the Appraisal
Institute.

         "Required Appraisal Date": With respect to any Mortgage Loan that is
not otherwise a Required Appraisal Mortgage Loan, the earliest date on which any
of the items specified in clauses (i) through (vi) of the first paragraph of the
definition of Required Appraisal Mortgage Loan occurs.

         "Required Appraisal Mortgage Loan": Each Mortgage Loan (i) that is
sixty (60) days or more delinquent in respect of any Periodic Payments, (ii)
that becomes an REO Loan, (iii) that has been modified by the Special Servicer
in a manner that affects the amount or timing of any Periodic Payment (other
than a Balloon Payment) (except, or in addition to, bringing monthly Periodic
Payments current and extending the Maturity Date for less than six months), (iv)
60 days following the receipt by the Special Servicer of notice that a receiver
has been appointed and continues in such capacity in respect of the related
Mortgaged Property, (v) 60 days following the receipt by the Special Servicer of
notice that the related Mortgagor has become the subject of a bankruptcy
proceeding or (vi) with respect to which any Balloon Payment on such Mortgage
Loan has not been paid by its scheduled maturity date unless the Master Servicer
has, on or prior to the 60th day after the due date of such Balloon Payment,
received written evidence from an institutional lender of such lender's binding
commitment to refinance such Mortgage Loan within 150 days after the due date of
such Balloon Payment; provided that the

                                      -67-
<PAGE>

Mortgagor continues, during that period, to make in respect of each Due Date
without omission, periodic payments equivalent to the Periodic Payments
previously due under the Mortgage Loan prior to its Stated Maturity Date;
provided, however, that a Required Appraisal Mortgage Loan will cease to be a
Required Appraisal Mortgage Loan:

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

         For purposes of the foregoing, the Great Mall Loan Pair 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
or internal valuation, if applicable, of a Required Appraisal conducted
subsequent to the original Required Appraisal performed pursuant to Section
3.09(a).

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

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

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

         "Responsible Officer": When used with respect to (i) the initial
Trustee any officer in the Structured Product Group of the Corporate Trust
Department of the initial Trustee and (ii) any successor

                                      -68-
<PAGE>

Trustee, any officer or assistant officer in the Corporate Trust Department of
the Trustee, or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers to whom a particular matter is referred by the Trustee
because of such officer's knowledge of and familiarity with the particular
subject.

         "Restricted Servicer Reports": 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 and the CMSA Comparative Financial Status Report.

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

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

         "Scheduled Payment": With respect to any Mortgage Loan, for any Due
Date following the Cut-off Date as of which it is outstanding, the scheduled
Periodic Payment of principal and interest (other than Additional Interest) on
such Mortgage Loan that is or would be, as the case may be, payable by the
related Mortgagor on such Due Date under the terms of the related Mortgage Note
as in effect on the Closing Date, without regard to any subsequent change in or
modification of such terms in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or a modification, waiver or amendment of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant to Section
3.20 or acceleration of principal by reason of default, and assuming that each
prior Scheduled Payment has been made in a timely manner; provided, however,
that if the related loan documents for the Great Mall Loan Pair provide for a
single monthly debt service payment for the entire Great Mall Loan Pair, then
the Monthly Payment for each Mortgage Loan comprising the Great Mall Loan Pair
for any Due Date shall be that portion of the monthly debt service payment for
the Great Mall Loan Pair and such Due Date that is, in accordance with the
related loan documents and/or the Great Mall Co-Lender Agreement, in the absence
of default, allocable to interest at the related Mortgage Rate on and/or
principal of the subject Mortgage Loan comprising the Great Mall Loan Pair.

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

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

         "Sequential Pay Certificate": Any Class A-1, Class A-2, Class A-3,
Class A-4, Class A-1A, 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 or the Trustee in connection with the servicing of a

                                      -69-
<PAGE>

Mortgage Loan 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 "forced 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) and (vii) 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.

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

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

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

         "Servicing Standard": With respect to the Master Servicer or the
Special Servicer, as applicable, the servicing and administration of the
Mortgage Loans (including the Great Mall B-Note Loan) 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

                                      -70-
<PAGE>

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 the maximization of the recovery on such Mortgage Loan on a
net present value basis (the relevant discounting of anticipated collections to
be performed at the related Mortgage Rate) and the best interests of the
Certificateholders and the Trust Fund (and, in the case of the Great Mall Loan
Pair, the Great Mall B-Noteholder), and (c) without regard to (i) any
relationship that the Master Servicer or the Special Servicer, as the case may
be, or any Affiliate thereof may have with the related Mortgagor, the Depositor,
any Mortgage Loan Seller, or any other party to the transactions contemplated
hereby; (ii) the ownership of any Certificate by the Master Servicer or the
Special Servicer, as the case may be, or by any Affiliate thereof; (iii) the
right of the Master Servicer or the Special Servicer, as the case may be, to
receive compensation or other fees for its services rendered pursuant to this
Agreement; (iv) the obligations of the Master Servicer or the Special Servicer,
as the case may be, to make Advances; (v) the ownership, servicing or management
by the Master Servicer or the Special Servicer or any Affiliate thereof for
others of any other mortgage loans or mortgaged property not included in or
securing, as the case may be, the Mortgage Pool; (vi) any obligation of the
Master Servicer or any Affiliate of the Master Servicer to repurchase or
substitute a Mortgage Loan as a Mortgage Loan Seller; (vii) any obligation of
the Master Servicer or any Affiliate of the Master Servicer to cure a breach of
a representation and warranty with respect to a Mortgage Loan; and (viii) any
debt the Master Servicer or Special Servicer or any Affiliate of either has
extended to any Mortgagor.

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

         "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 ten 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": Clarion Partners, LLC, 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, 0.35% per annum.

                                      -71-
<PAGE>

         "Specially Designated Mortgage Loan Documents": With respect to any
Trust Mortgage Loan, the following documents collectively: (i) the documents
specified in clauses (i) and (vii) of the definition of "Mortgage File", (ii)
the documents specified in clause (ii) of the definition of "Mortgage File"
(with or without recording information), (iii) the documents specified in clause
(ix) of the definition of "Mortgage File", and (iv) the original (or a copy if
the original has been delivered to the Master Servicer or any Sub-Servicer
therefor) of any letter of credit relating to the Trust Mortgage Loan; provided,
that whenever the term "Specially Designated Mortgage Loan Documents" is used to
refer to documents actually received by the Trustee or by a Custodian on its
behalf, such term, with respect to any receipt or certification by the Trustee
or a Custodian on its behalf for documents described in clauses (iii) and (iv)
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, (x) for
         one day (in the event that clause (ii)(y) following is not applicable),
         or (y) if the related Mortgagor (A) continues to make in respect of
         each Due Date without omission, periodic payments equivalent to the
         Periodic Payments previously due under the Mortgage Loan prior to its
         maturity date, and (B) delivers a refinancing commitment within 60 days
         after its maturity date, then for such period (not to exceed 150 days)
         beyond the related maturity date ending on 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

                                      -72-
<PAGE>

     insolvency, readjustment of debt, marshaling of assets and liabilities or
     similar proceedings, or for the winding-up or liquidation of its affairs,
     shall have been entered against the related Mortgagor; provided that if
     such decree or order is discharged, dismissed or stayed within 60 days it
     shall not be a Specially Serviced Mortgage Loan (and no Special Servicing
     Fees shall be payable); or

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

         (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 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.

         If a Servicing Transfer Event exists with respect to one Mortgage Loan
in the Great Mall Loan Pair, it will also be considered to exist for the other
Mortgage Loan in the Great Mall Loan Pair; provided that, if the Great Mall
B-Noteholder prevents the occurrence of a Servicing Transfer Event with respect
to the Great Mall Trust Mortgage Loan through the exercise of cure rights as set
forth in the Great Mall Co-Lender Agreement, then the existence of such
Servicing Transfer Event with respect to

                                      -73-
<PAGE>

the Great Mall B-Note Loan will not, in and of itself, result in the existence
of a Servicing Transfer Event with respect to the Great Mall Trust Mortgage Loan
or cause the servicing of the Great Mall Loan Pair 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,
Minnesota, Maryland and Missouri 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 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
     (a), clause (b), clause (c) and/or clause (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 a Deficient Valuation)
     incurred during the related Collection Period that represents a loss of
     principal with respect to that Trust Mortgage Loan.

                                      -74-
<PAGE>

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

         (a)   all amounts, if any, collected with respect to the related REO
               Property that are allocable as principal of that 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 that 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 the Great Mall B-Note 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, permanently reduced
on each Great Mall Early Remittance Date and each P&I Advance 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 the Great Mall B-Note Loan
or any successor REO Loan with respect thereto and (B) any Realized Losses
incurred with respect to the Great Mall B-Note 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).

         "Subordinated Certificate": Any Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class 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 Section 2.03(a) hereof, an amount equal to the excess, if any, of
the Purchase Price of the Mortgage Loan being replaced calculated as of the date
of substitution over the Stated Principal Balance of the related Qualified
Substitute Mortgage Loan as of the date of substitution. In the event that one
or more Qualified Substitute Mortgage Loans are substituted (at the same time)
for one or more deleted Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the
aggregate Purchase Price of the Mortgage Loan or Mortgage Loans being

                                      -75-
<PAGE>

replaced and the aggregate Stated Principal Balance of the related Qualified
Substitute Mortgage Loan or 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, Grantor Trust E and Grantor Trust B due to
its classification as a grantor trust under the Grantor Trust Provisions,
together with any and all other information, reports or returns that may be
required to be furnished to the Certificateholders or filed with the Internal
Revenue Service under any applicable provisions of federal tax law or any other
governmental taxing authority under applicable State and Local Tax laws.

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

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

         "Trust Mortgage Loan": Each of the mortgage loans transferred and
assigned to the Trust Fund pursuant to Section 2.01 and listed on the Mortgage
Loan Schedule and from time to time held in the Trust Fund.

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

                                      -76-
<PAGE>

         "Trust REO Loan": Any Trust Mortgage Loan that is an REO 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, 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": 0.0023% 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 Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Banc of America Securities LLC, KeyBanc Capital Markets, a
Division of McDonald Investments Inc., Deutsche Bank Securities Inc. and Morgan
Stanley & Co. Incorporated, 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.

         "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 Mortgage
Loans and (iii) was originally made with respect to an item that has not been
subsequently recovered out of collections on 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).

                                      -77-
<PAGE>

         "Unrestricted Servicer Reports": Collectively, the CMSA Delinquent Loan
Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan
Report, CMSA Historical Liquidation Report, CMSA REO Status 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.

         "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-six percent (96%) of the Voting
Rights shall be allocated among the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-1A, 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.
Four percent (4%) 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
Certificate, the Master Servicer, in its capacity as a Certificateholder, shall
have no Voting Rights with respect to matters concerning compensation affecting
the Master Servicer.

         "Weighted Average Net Mortgage Pass-Through Rate": With respect to any
Distribution Date, the rate per annum equal to the weighted average, expressed
as a percentage and rounded to six decimal places, of the respective Net
Mortgage Pass-Through Rates applicable to the Trust Mortgage Loans and any Trust
REO Loans for such Distribution Date, weighted on the basis of their respective
Stated Principal Balances immediately following the preceding Distribution Date
(or, in the case of the initial Distribution Date, as of the Closing Date).

         "Workout-Delayed Reimbursement Amounts": With respect to any Trust
Mortgage Loan, the amount of any Advance made with respect to such Trust
Mortgage Loan on or before the date such Trust Mortgage Loan becomes (or, but
for the making of three monthly payments under its modified terms, would then
constitute) a Trust Corrected Mortgage Loan, together with (to the extent
accrued and unpaid) interest on such Advances, 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%.

                                      -78-
<PAGE>

         "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 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 fourteen (14) days
prior to the date that the Yield Maintenance Charge shall become due and payable
(or, if such bid price is not published on that date, the next preceding date on
which such bid price is so published) and converted to a monthly compounded
nominal yield. The monthly compounded nominal yield ("MEY") is derived from the
reinvestment yield or discount rate and shall be defined as MEY = 12X
({(1+"BEY"/2)^1/6}-1) where BEY is defined as the U.S. Treasury Reinvestment
Yield which is in decimal form and not in percentage, and 1/6 is the exponential
power to which a portion of the equation is raised. For example, using a BEY of
5.50%, the MEY = 12 X ({(1+ .055/2)^0.16667}-1) where .055 is the decimal
version of the percentage 5.5% and 0.16667 is the decimal version of the
exponential power. The MEY in the above calculation is 5.44%.

         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 Amounts 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

                                      -79-
<PAGE>

     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 (i) 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 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
     Mortgage Loan or 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

                                      -80-
<PAGE>

               (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 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 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
     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 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,

                                      -81-
<PAGE>

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.



                                      -82-
<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 2004-MKB1" 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, 18, 19 and
20 of each of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage
Loan Purchase Agreement and the Bank of America Mortgage Loan Purchase
Agreement, (iii) the rights of the Depositor under the Great Mall Co-Lender
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 the Great Mall Trust Mortgage Loan, is subject to the
provisions of the Great Mall Co-Lender Agreement. The Trustee, on behalf of the
Trust, assumes the obligations of the "Note A Lender" under the Great Mall
Co-Lender 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 the Merrill Mortgage
Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement and the
Bank of America Mortgage Loan Purchase Agreement, as applicable, 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). None of the Trustee, any Custodian, the
Master Servicer or the Special Servicer shall be liable for any failure by any
Mortgage Loan Seller or the Depositor to comply with the document delivery
requirements of the Merrill Mortgage Loan Purchase Agreement, the KeyBank
Mortgage Loan Purchase Agreement, the Bank of America 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 Merrill Mortgage Loan Purchase Agreement, the
KeyBank Mortgage Loan Purchase Agreement or the Bank of America Mortgage Loan
Purchase Agreement, as applicable, 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

                                      -83-
<PAGE>

such non-delivered document or instrument (certified by the applicable Mortgage
Loan Seller to be a true and complete copy of the original thereof submitted for
recording) is delivered to the Trustee or a Custodian appointed thereby on or
before the Closing Date, and either the original of such non-delivered document
or instrument, or a photocopy thereof, with evidence of recording thereon, is
delivered to the Trustee or such Custodian within 120 days of the Closing Date
(or within such longer period after the Closing Date as the Trustee may consent
to, which consent shall not be unreasonably withheld so long as the applicable
Mortgage Loan Seller is, in good faith, attempting to obtain from the
appropriate county recorder's office such original or photocopy, 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 thereon, for any other reason, including, without limitation, that
such non-delivered document or instrument has been lost, the delivery
requirements of the Merrill Mortgage Loan Purchase Agreement, the KeyBank
Mortgage Loan Purchase Agreement or the Bank of America Mortgage Loan Purchase
Agreement, as applicable, 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
item (ii), 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 (other than any
Trust Mortgage Loan that has been recorded on the MERS System), 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 Merrill Mortgage
Loan Purchase Agreement, KeyBank Mortgage Loan Purchase Agreement or Bank of
America Mortgage Loan Purchase Agreement, as applicable, 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).

         If, on the Closing Date as to any MERS Mortgage Loan, the applicable
Mortgage Loan Seller does not deliver written evidence of the Trustee's
ownership of such Mortgage Loan on the MERS system showing the Trustee as a
beneficiary of the assignment referred to in each of clause (iv) and (v) of the
definition of "Mortgage File" or the UCC Financing Statements referred to in
clause (viii) of the definition of "Mortgage File", the applicable Mortgage Loan
Seller may satisfy the delivery requirements of the related Mortgage Loan
Purchase Agreement, as applicable, and Section 2.01(b) by delivering such
evidence of ownership within 90 days following the Closing Date; provided that,
during such time, the applicable Mortgage Loan Seller shall execute any
documents requested by the Master Servicer or the Special Servicer with respect
to such MERS Mortgage Loan that, in the reasonable discretion of the Master
Servicer or the Special Servicer (exercised in accordance with the Servicing

                                      -84-
<PAGE>

Standard), are necessary to evidence the Trustee's ownership of, or are
otherwise required for an immediate servicing need with respect to, such
Mortgage Loan.

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

         The Depositor hereby represents and warrants that with respect to the
Trust Mortgage Loans that are Merrill Trust Mortgage Loans, MLMLI has covenanted
in the Merrill 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 all assignments
and UCC Financing Statements to the Trustee) cause to be submitted, for
recording or filing, as the case may be, in the appropriate public office for
real property records or UCC Financing Statements, each assignment of Mortgage,
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 UCC Financing
Statement assignment in favor of the Trustee that is referred to in clause
(viii) of the definition of "Mortgage File," in each case pursuant to Section
2(d) of the Merrill Mortgage Loan Purchase Agreement.

         (e) All documents and records in the Servicing File (except
attorney-client privileged communications, internal correspondence and credit
analysis of the Mortgage Loan Seller) in possession of the Depositor or the
Mortgage Loan Sellers that relate to the Trust Mortgage Loans and that are not
required to be a part of a Mortgage File in accordance with the definition
thereof (including any letter of

                                      -85-
<PAGE>

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.

         (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 Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase
Agreement and the Bank of America Mortgage Loan Purchase Agreement, 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 of the Merrill Mortgage Loan Purchase Agreement, the KeyBank
Mortgage Loan Purchase Agreement and the Bank of America 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
the Great Mall Trust Mortgage Loan relates to the Great Mall B-Note Loan, the
Trustee shall also hold such Mortgage File in trust for the use and benefit of
the Great Mall B-Noteholder. 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 ninety (90) days after the Closing Date (and if any
exceptions are noted, again every 90 days thereafter until the second
anniversary of the Closing Date, and every 180 days thereafter until the fifth
anniversary of the Closing Date, and thereafter upon request by any party
hereto, any Trust Mortgage Loan Seller or the Majority Subordinate
Certificateholder), the Trustee or the Custodian on its behalf will review the
Mortgage Files and certify (in a certificate substantially in the form of
Exhibit C) to each of the Depositor, the Master Servicer, the Special Servicer,
each Mortgage Loan Seller (with copies to the Majority Subordinate
Certificateholder) and, with respect to the Great Mall B-Note Loan,

                                      -86-
<PAGE>

the Great Mall B-Noteholder, that, with respect to each Trust Mortgage Loan
listed in the Mortgage Loan Schedule and with respect to the Great Mall B-Note
Loan, 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) and (xi) 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.

         (b) 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
Trust Mortgage Loans delivered to it to determine that the same are valid,
legal, effective, genuine, enforceable, in recordable form, sufficient or
appropriate for the represented purpose or that they are other than what they
purport to be on their face.

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

         (a) If any party hereto discovers (without implying any duty of such
Person to make any inquiry) or receives notice that any document or documents
constituting a part of a Mortgage File with respect to a Trust Mortgage Loan has
not been properly executed, is missing (beyond the time period required for its
delivery hereunder), contains information that does not conform in any material
respect with the corresponding information set forth in the Mortgage Loan
Schedule, or does not appear to be regular on its face (each, a "Document
Defect"), or discovers (without implying any duty of such Person to make any
inquiry) or receives notice of a breach of any representation or warranty
relating to any Trust Mortgage Loan set forth in the Merrill Mortgage Loan
Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement or the Bank of
America 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

                                      -87-
<PAGE>

Mortgage Loan Seller and the other parties hereto. The Trustee shall then
promptly deliver such notice to the Majority Subordinate Certificateholder (and
in the case of the Great Mall Trust Mortgage Loan, the Great Mall B-Noteholder)
and to the Rating Agencies of such Document Defect or Breach. Promptly upon
becoming aware of any Document Defect or Breach (including through such written
notice provided by any party hereto or the Majority Subordinate
Certificateholder as provided above), if any party hereto determines that such
Document Defect or Breach materially and adversely affects the interests of the
Certificateholders or the value of the affected Trust Mortgage Loan 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 ninety (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 ninety (90) days after any party to this Agreement
discovers such Document Defect or Breach) (i) cure such Document Defect or
Breach, as the case may be, in accordance with Section 3(c) of Merrill Mortgage
Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement or the
Bank of America Mortgage Loan Purchase Agreement, as applicable, (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 Merrill
Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement
or the Bank of America 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 Merrill Mortgage Loan Purchase
Agreement, the KeyBank Mortgage Loan Purchase Agreement or the Bank of America
Mortgage Loan Purchase Agreement; provided, however, that if such Document
Defect or Breach is capable of being cured but not within such ninety (90) day
period, such Document Defect or Breach does not relate to the 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 ninety (90) day period, the applicable Mortgage Loan Seller shall have an
additional ninety (90) days to complete such cure (or, failing such cure, to
repurchase the related Trust Mortgage Loan (which for purposes of such
repurchase shall include a Trust REO Loan)); and provided, further, with respect
to such additional ninety (90) day period the applicable Mortgage Loan Seller
shall have delivered an Officer's Certificate to the Trustee setting forth the
reasons such Document Defect or Breach is not capable of being cured within the
initial ninety (90) day period and what actions the applicable Mortgage Loan
Seller is pursuing in connection with the cure thereof and stating that the
applicable Mortgage Loan Seller anticipates such Document Defect or Breach will
be cured within the additional ninety (90) day period; and provided, further,
that no Document Defect (other than with respect to a 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"

                                      -88-
<PAGE>

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 all such Crossed Loans unless (1) the
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 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, (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; 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 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 Majority Subordinate
Certificateholder shall have consented to the repurchase of the affected Crossed
Loan, which consent shall not be unreasonably withheld. 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 is to
be prepared at the expense of the applicable Mortgage Loan Seller and, where
required, with the consent of the applicable Mortgagor. For a period of two
years from the Closing Date, so long as there remains any Mortgage File as to
which there is any uncured Document Defect and so long as the applicable
Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section
3(c) of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan
Purchase Agreement or the Bank of America Mortgage Loan Purchase Agreement, the
Trustee shall on a quarterly basis prepare and deliver electronically to the
other parties a written report as to the status of such uncured Document Defects
as provided in Section 2.02(a). If the affected 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.

         (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

                                      -89-
<PAGE>

the Mortgage File(s) and the Servicing File(s) for the related Qualified
Substitute Mortgage Loan(s) to the Custodian and the Master Servicer,
respectively (in the case of any such substitution), (i) the Trustee shall
execute and deliver such endorsements and assignments as are provided to it, in
each case without recourse, representation or warranty, as shall be necessary to
vest in the applicable Mortgage Loan Seller the legal and beneficial ownership
of each repurchased Trust Mortgage Loan or deleted Trust Mortgage Loan, as
applicable, being released pursuant to this Section 2.03, (ii) the Trustee, the
Custodian, the Master Servicer, and the Special Servicer shall each tender to
the applicable Mortgage Loan Seller, upon delivery to each of them of a receipt
executed by the applicable Mortgage Loan Seller, all portions of the Mortgage
File and other documents pertaining to each such Mortgage Loan possessed by it
and (iii) the Master Servicer and the Special Servicer shall release to the
applicable Mortgage Loan Seller any Escrow Payments and Reserve Funds held by it
in respect of such repurchased or deleted Trust Mortgage Loan; provided, that
such tender by the Trustee or the Custodian shall be conditioned upon its
receipt from the Master Servicer or the Special Servicer of a Request for
Release. Thereafter, the Trustee, the Custodian, the Master Servicer and the
Special Servicer shall have no further responsibility with regard to the related
repurchased Trust Mortgage Loan(s) or deleted Trust Mortgage Loan(s), as
applicable, and the related Mortgage File(s) and Servicing File(s). The Master
Servicer shall, and is hereby authorized and empowered by the Trustee to,
prepare, execute and deliver in its own name, on behalf of the
Certificateholders and the Trustee or any of them, the endorsements and
assignments contemplated by this Section 2.03, and the Trustee shall execute any
powers of attorney that are prepared and delivered to the Trustee by the Master
Servicer to permit the Master Servicer to do so. The Master Servicer shall
indemnify the Trustee for any reasonable costs, fees, liabilities and expenses
incurred by the Trustee in connection with the negligent or willful misuse by
the Master Servicer of such powers of attorney. At the time a substitution is
made, the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan
Purchase Agreement or the Bank of America Mortgage Loan Purchase Agreement, as
applicable, will provide that the applicable Mortgage Loan Seller shall deliver
the related Mortgage File to the Trustee and certify that the substitute 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 Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage
Loan Purchase Agreement, the Bank of America Mortgage Loan Purchase Agreement
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.

                                      -90-
<PAGE>

         (e) The Trustee with the cooperation of the Special Servicer (in the
case of Specially Serviced Mortgage Loans) shall, for the benefit of the
Certificateholders, enforce the obligations of the Mortgage Loan Sellers under
Section 3 of the Merrill Mortgage Loan Purchase Agreement, the KeyBank Mortgage
Loan Purchase Agreement and the Bank of America 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 and the Trust Fund to recover
amounts owed by the related Mortgagor under the terms of such Trust Mortgage
Loan, including the rights to recover unreimbursed Advances, accrued and unpaid
interest on Advances at the Reimbursement Rate and unpaid or unreimbursed
expenses of the Trustee, the 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, shall use
reasonable efforts to recover such expenses for such Mortgage Loan Seller to the
extent consistent with the Servicing Standard, but taking into account the
subordinate nature of the reimbursement to the Mortgage Loan Seller; provided,
however, that the Master Servicer or, with respect to a Specially Serviced
Mortgage Loan, the Special Servicer determines in the exercise of its sole
discretion consistent with the Servicing Standard that such actions by it will
not impair the Master Servicer's and/or the Special Servicer's collection or
recovery of principal, interest and other sums due with respect to the related
Trust Mortgage Loan which would otherwise be payable to the Master Servicer, the
Special Servicer, the Trustee 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 and the Special Servicer, 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,

                                      -91-
<PAGE>

     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.

               (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 this Agreement, (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.

         (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.

                                      -92-
<PAGE>

         SECTION 2.05. Conveyance of Trust Mortgage Loans; Acceptance of REMIC I
                       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 Trust Mortgage
Loans (other than the Additional Interest) and the other property comprising
REMIC I to the Trustee for the benefit of the Holders of the Class R-I
Certificates and REMIC II as the holder of the REMIC I Regular Interests. The
Trustee acknowledges the assignment to it of the Trust Mortgage Loans and the
other property comprising REMIC I, the Additional Interest and the other
property comprising Grantor Trust Z, the Excess Servicing Strip and the other
property comprising Grantor Trust E, and the Broker Strip and the other property
comprising Grantor Trust B, and declares that it holds and will hold the same in
trust for the exclusive use and benefit of, in the case of REMIC I, all present
and future Holders of the Class R-I Certificates, REMIC II as the holder of the
REMIC I Regular Interests, in the case of Grantor Trust Z, all present and
future holders of the Class Z Certificates, in the case of Grantor Trust E, all
present and future holders of the Excess Servicing Strip, in the case of Grantor
Trust E, and in the case of Grantor Trust B, all present and future holders of
the Broker Strip.

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

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

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

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

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

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

                                      -93-
<PAGE>

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

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





                                      -94-
<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 the Great Mall Loan Pair, for the
benefit of the Certificateholders and the Great Mall B-Noteholder) in accordance
with any and all applicable laws, the terms of this Agreement, the terms of the
respective Mortgage Loans and, to the extent consistent with the foregoing, in
accordance with the Servicing Standard. Without limiting the foregoing, and
subject to Section 3.21, (i) the Master Servicer shall service and administer
all Mortgage Loans that are not Specially Serviced Mortgage Loans, and (ii) the
Special Servicer shall service and administer each Specially Serviced Mortgage
Loan and REO Property and shall render such services with respect to all
Mortgage Loans and REO Properties as are specifically provided for herein;
provided, that the Master Servicer shall continue to receive payments, and
prepare, or cause to be prepared, all reports required hereunder with respect to
the Specially Serviced Mortgage Loans, except for the reports specified herein
as prepared by the Special Servicer, as if no Servicing Transfer Event had
occurred and with respect to the REO Properties (and the related REO Loans) as
if no REO Acquisition had occurred, and to render such incidental services with
respect to the Specially Serviced Mortgage Loans and REO Properties as are
specifically provided for herein; provided, further, however, that the Master
Servicer shall not be liable for its failure to comply with such duties insofar
as such failure results from a failure by the Special Servicer to provide
sufficient information to the Master Servicer to comply with such duties or
failure by the Special Servicer to otherwise comply with its obligations
hereunder. All references herein to the respective duties of the Master Servicer
and the Special Servicer, and to the areas in which they may exercise
discretion, shall be subject to Section 3.21.

         (b) Subject to Section 3.01(a) and Section 6.11, the Master Servicer
and the Special Servicer each shall have full power and authority, acting alone
(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 to execute and deliver, on behalf of the Certificateholders, the Trustee
or any of them (and in the case of the Great Mall B-Note Loan, is hereby
authorized by the Great Mall B-Noteholder (by its acceptance of the terms and
conditions hereof and the benefits accruing to it hereunder) to execute and
deliver, on behalf of the Great Mall B-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 and
Section 6.11, any and all modifications, waivers, amendments or consents to or
with respect to any documents contained in the related Mortgage File; (iii) any
and all instruments of satisfaction or cancellation, or of partial or full
release, discharge, or assignment, and all other comparable instruments; and
(iv) pledge agreements and other 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

                                      -95-
<PAGE>

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 the Great Mall B-Note Loan, solely under the Great Mall
B-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, or which actually does cause, the Trustee to be registered
to do business in any state.

         (c) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venture 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) 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.

         (e) The parties hereto acknowledge that the Great Mall Loan Pair is
subject to the terms and conditions of the Great Mall Co-Lender Agreement. The
parties hereto further recognize the respective rights and obligations of the
Great Mall Noteholders under the Great Mall Co-Lender Agreement, including with
respect to (i) the allocation of collections on or in respect of the Great Mall
Loan Pair, and the making of payments, to the Great Mall Noteholders in
accordance with Sections 5, 6 and 8 of the Great Mall Co-Lender Agreement, (ii)
the allocation of expenses and losses relating to the Great Mall Loan Pair to
the Great Mall Noteholders in accordance with Sections 4 and 7 of the Great Mall
Co-Lender Agreement, (iii) the purchase of the Great Mall Trust Mortgage Loan by
the Great Mall B-Noteholder or its designee in accordance with Section 11(a) of
the Great Mall Co-Lender Agreement, and (iv) the right of the Great Mall
B-Noteholder or its designee to cure certain events of default occurring with
respect to the Great Mall Trust Mortgage Loan in accordance with Section 11(b)
of the Great Mall Co-Lender Agreement.

         In the event that neither the Great Mall Trust Mortgage Loan nor any
related REO Property is an asset of the Trust Fund and the servicing and
administration of the Great Mall Loan Pair and any related REO Property is to be
governed by the Great Mall Co-Lender Agreement and not by this Agreement, as
contemplated by Section 4(c) of the Great Mall Co-Lender Agreement, then (upon
request of the Great Mall Noteholder in respect of the Great Mall Trust Mortgage
Loan) the Master Servicer and the Special Servicer shall continue to act in such
capacities under the Great Mall Co-Lender Agreement.

         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

                                      -96-
<PAGE>

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 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 three times
during any period of 24 consecutive months. No such additional waiver shall be
permitted without the consent of the Controlling Class Representative.

         (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 the Great Mall
Loan Pair, the Great Mall Co-Lender Agreement and the documents evidencing and
securing the Great Mall B-Note Loan) 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 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 the 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 the Trust
Mortgage Loan following a default thereunder; fifth, as a recovery of Default

                                      -97-
<PAGE>

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 (vii) of
the definition thereof shall be deemed to be applied (after reimbursement or
payment first to the Trustee 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): 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 clauses (ii)
through (xiv) of Section 3.05(a) from amounts so applied.

         Notwithstanding the foregoing paragraph, all amounts received with
respect to the Great Mall Loan Pair shall be applied to amounts due and owing
under the Great Mall Trust Mortgage Loan and the Great Mall B-Note Loan
(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 Great Mall Co-Lender 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
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

                                      -98-
<PAGE>

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

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

         (a) The Master Servicer shall, as to all Mortgage Loans establish and
maintain one or more accounts (the "Servicing Accounts"), into which all Escrow
Payments shall be deposited and retained, and shall administer such accounts in
accordance with the terms of the Mortgage Loan Documents; provided that, in the
case of the Great Mall Loan Pair, 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
the Great Mall Loan Pair. 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 or the Trustee, 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 and as described
below, to Mortgagors on balances in the respective Servicing Accounts; (v) to
pay the Master Servicer interest and investment income on balances in the
Servicing Accounts as described in Section 3.06(b), if and to the extent not
required by law or the terms of the related Mortgage Loan Documents to be paid
to the Mortgagor; (vi) during an event of default under the related Mortgage
Loan, for any other purpose permitted by the related Mortgage Loan Documents,
applicable law and the Servicing Standard; (vii) to withdraw amounts deposited
in error; (viii) to clear and terminate the Servicing Accounts at the
termination of this Agreement in accordance with Section 9.01; or (ix) only as,
when and to the extent permitted under the Mortgage Loan Documents, to effect
payment of accrued and unpaid late charges, default interest and other
reasonable fees. To the extent permitted by law or the applicable Mortgage Loan
Documents, funds in the Servicing Accounts may be invested only in Permitted
Investments in accordance with the provisions of Section 3.06 and in accordance
with the terms of the related Mortgage Loan Documents. The Master Servicer shall
pay or cause to be paid to the Mortgagors interest, if any, earned on the
investment of funds in the related Servicing Accounts maintained thereby, if
required by law or the terms of the related Mortgage Loan. If the Master
Servicer shall deposit in a Servicing Account any amount not required to be
deposited therein, it may at any time withdraw such amount from such Servicing
Account, any provision herein to the contrary notwithstanding. The Servicing
Accounts shall not be considered part of the segregated pool of assets
constituting REMIC I, REMIC II, Grantor Trust Z, Grantor Trust E or Grantor
Trust B.

                                      -99-
<PAGE>

         (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 and the Trustee
(and with respect to the Great Mall Loan Pair, the Great Mall B-Noteholder) 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 and the Trustee with such information in its possession as the
Master Servicer or the Trustee, as applicable, may reasonably request to enable
the Master Servicer or the Trustee, as applicable, to determine whether a
requested Servicing Advance would constitute a

                                     -100-
<PAGE>

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 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

                                     -101-
<PAGE>

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.
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 the Great Mall Custodial
Account pursuant to Section 3.05(e), each of the Master Servicer and the Trustee
shall be entitled to receive, out of amounts then on deposit in the Collection
Account as provided in Section 3.05(a) or in the Great Mall Custodial Account as
provided in Section 3.05(e), 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 Loans then on deposit in the Collection
Account. The Master Servicer shall reimburse itself or the Trustee, as
applicable, for any outstanding Servicing Advance made thereby as soon as
practicable after funds available for such purpose have been received by the
Master Servicer, and in no event shall interest accrue in accordance with this
Section 3.03(d) on any Servicing Advance as to which the corresponding Escrow
Payment or other similar payment by the Mortgagor was received by the Master
Servicer on or prior to the date the related Servicing Advance was made.

         (e) The determination by the Master Servicer or the Special Servicer
that either has made a Nonrecoverable Servicing Advance or that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance,
shall be made in accordance with the Servicing Standard and shall be evidenced
by an Officer's Certificate delivered promptly to the Trustee, the Depositor
and, in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder,
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 the Great Mall Loan Pair, out of the Great
Mall 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'

                                     -102-
<PAGE>

reports, environmental surveys or similar reports that the Master Servicer or
the Special Servicer may have obtained and that support such determination. The
Trustee 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 shall make such Servicing Advance within the time periods required
by Section 3.03(c) unless the Trustee 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 the Great Mall Loan Pair, 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
the Great Mall Loan Pair. 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, Grantor Trust E or Grantor Trust B. Consistent
with the Servicing Standard, the Master Servicer may waive or extend the date
set forth in any agreement governing such Reserve Funds by which the required
repairs and/or capital improvements at the related Mortgaged Property must be
completed.

         (g) Notwithstanding anything to the contrary in this Agreement, but
subject to the limitations on reimbursements in Section 4.03, the Master
Servicer may (and, at the direction of the Special Servicer if a Specially
Serviced Mortgage Loan or an REO Property is involved, shall) pay directly out
of the Collection Account or, with respect to a servicing expense relating to
the Great Mall B-Note Loan or related to the Great Mall Mortgaged Property, out
of the Great Mall 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 the Great Mall
Loan Pair, to the extent paid out of the Great Mall Custodial Account, in the
best interests of the Certificateholders and the Great Mall B-Noteholder, as a
collective whole), as evidenced by an Officer's Certificate delivered promptly
to the Depositor, the Trustee and the Controlling Class Representative,

                                     -103-
<PAGE>

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, 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 Great Mall Custodial Account.

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

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

         (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;

                                     -104-
<PAGE>

         (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;

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

         (xi) any amount paid by a Mortgagor to cover items for which a
     Servicing Advance has been previously made and determined to be
     Nonrecoverable, and for which the Master Servicer or the Trustee, as
     applicable, has been previously reimbursed out of the Collection Account,
     and payments collected in respect of Unliquidated Advances;

         (xii) any amounts representing a reimbursement, payment and/or
     contribution due and owing to the Trust from the Great Mall B-Noteholder in
     accordance with the Great Mall Co-Lender Agreement; and

         (xiii) any amounts required to be transferred from the Great Mall
     B-Note Custodial Account pursuant to Section 3.05(e);

provided that, in the case of the Great Mall Trust Mortgage Loan, any amounts
required to be deposited in the Great Mall Custodial Account 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),

                                     -105-
<PAGE>

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) and (xi) above 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, 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 the Great Mall Custodial Account, as the case may be,
pursuant to Section 3.16(c). With respect to any such amounts paid by check to
the order of the Special Servicer, the Special Servicer shall endorse such check
to the order of the Master Servicer and shall deliver promptly, but in no event
later than two Business Days after receipt, any such check to the Master
Servicer by overnight courier, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so
endorsed and delivered because of a restrictive endorsement or other appropriate
reason.

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

                                     -106-
<PAGE>

               (ii) the 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 purchase price to be paid to the
     Great Mall B-Noteholder) 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
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, 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. The Trustee

                                     -107-
<PAGE>

shall also deposit into the Gain-on-Sale 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
Account.

         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 sale and remit such funds (exclusive of any Gain-on-Sale
Proceeds in respect of the Great Mall B-Note Loan or any successor REO Loan with
respect thereto, which shall be remitted to the Great Mall B-Noteholder) to the
Trustee for deposit into 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 the Great Mall
Loan Pair (the "Great Mall Custodial Account") (which may be a sub-account of
the Collection Account), into which 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 the Great Mall Loan Pair;

               (ii) all payments on account of interest, including Penalty
     Interest, on the Great Mall Loan Pair;

               (iii) all Prepayment Premiums,Yield Maintenance Charges and late
     payment charges on the Great Mall Loan Pair;

               (iv) all Insurance Proceeds and Liquidation Proceeds (other than
     Gain-on-Sale Proceeds, Liquidation Proceeds described in clauses (iv), (v)
     and (vii) of the definition thereof (and, insofar as they relate to the
     Great Mall Trust Mortgage Loan, Liquidation Proceeds described in clause
     (vi) of the definition thereof) received in respect of the Great Mall Loan
     Pair and together with any amounts representing recoveries of
     Workout-Delayed Reimbursement Amounts or Nonrecoverable Advances in respect
     of the Great Mall Loan Pair, 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;

                                     -108-
<PAGE>

               (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 Great Mall 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 the Great Mall
     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 the related Mortgagor with respect to the Great Mall Loan
     Pair 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 the Great
     Mall B-Noteholder in accordance with the Great Mall Co-Lender Agreement;

provided, however, that in connection with any purchase of all of the Trust
Mortgage Loans and each REO Property (or, in the case of the Great Mall
Mortgaged Property if it has become an REO Property, the Trust's interests
therein) remaining in the Trust Fund pursuant to Section 9.01, the entire
purchase price paid by the Majority Subordinate Certificateholder, Master
Servicer or Special Servicer, including any amounts attributable to the Great
Mall Trust Mortgage Loan and the Trust's interests in any Great Mall REO
Property, shall be deposited in the Collection Account.

         The foregoing requirements for deposit by the Master Servicer in the
Great Mall 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 the Great Mall Custodial Account. If the
Master Servicer shall deposit in the Great Mall Custodial Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the Great Mall Custodial Account. The Master Servicer shall promptly deliver to
the Special Servicer, as additional special servicing compensation in accordance
with Section 3.11(d), all assumption fees and assumption application fees (or
the applicable portions thereof) and other transaction fees received by the
Master Servicer with respect to the Great Mall Loan Pair, 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. The Great Mall 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 third preceding paragraph with respect to the Great
Mall Loan Pair, the Special Servicer shall promptly, but in no event later than
one Business Day after receipt, remit such amounts to the Master

                                     -109-
<PAGE>

Servicer for deposit into the Great Mall 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 the
Great Mall Loan Pair shall initially be deposited by the Special Servicer into
the related REO Account and thereafter remitted to the Master Servicer for
deposit into the Great Mall Custodial Account, all in accordance with Section
3.16(c).

         Notwithstanding that the Great Mall Custodial Account may be a
sub-account of the Collection Account for reasons of administrative convenience,
the Great Mall 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 the Great Mall B-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 Great Mall 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. Funds in the Distribution
Account shall remain uninvested. The Master Servicer shall give written notice
to the Trustee, the Special Servicer and the Rating Agencies of the location of
the Collection Account and the Great Mall Custodial Account as of the Closing
Date and of the new location of each such account prior to any change thereof.
The Trustee shall give written notice to the Master Servicer, the Special
Servicer and the Rating Agencies of any new location of the Distribution Account
prior to any change thereof.

         SECTION 3.05. Permitted Withdrawals From the Collection Account, the
                       Interest Reserve Account, the Additional Interest
                       Account, the Distribution Account and the Great Mall
                       Custodial Account.

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

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

               (ii) to reimburse the Trustee and itself, in that order, for
     unreimbursed P&I Advances in respect of any Trust Mortgage Loan (exclusive
     of the Great Mall Trust Mortgage Loan), the Trustee's and Master Servicer's
     right to reimbursement pursuant to this clause (ii) with respect to any P&I
     Advance (other than Nonrecoverable Advances, which are reimbursable

                                     -110-
<PAGE>

     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 the Great Mall Trust Mortgage Loan 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 earned and unpaid Master Servicing Fees in
     respect of each Trust Mortgage Loan and Trust REO Loan (other than the
     Great Mall Trust Mortgage Loan 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 above;

               (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 the Great Mall
     Trust Mortgage Loan or any successor Trust REO Loan with respect thereto),
     in the amounts and from the sources contemplated by Section 3.11(c);

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

                                     -111-
<PAGE>

     Proceeds and Insurance Proceeds received on the related Trust Mortgage
     Loan, then, out of the principal portion of general collections on the
     Trust Mortgage Loans and related REO Properties (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(e), out of other collections
     on the Trust Mortgage Loans and related REO Properties and, (2)
     Workout-Delayed Reimbursement Amounts, out of the principal portion of the
     general collections on the Trust Mortgage Loans and related REO Properties
     (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
     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 the Great Mall Trust Mortgage Loan or any successor REO Loan or
     REO Property), any related earned Master Servicing Fee that remained unpaid
     in accordance with clause (iii) above following a Final Recovery
     Determination made with respect to such Trust Mortgage Loan or related REO
     Property and the deposit into the Collection Account of all amounts
     received in connection therewith;

               (viii) at such time as it reimburses the Trustee, the Special
     Servicer or itself, in that order, for any unreimbursed Advance (including
     any such Advance that constitutes a Workout-Delayed Reimbursement Amount)
     pursuant to clause (ii), (vi) or (vii) above, to pay the Trustee, the
     Special Servicer or itself, as the case may be, in that order, any interest
     accrued and payable thereon in accordance with Section 3.03(d) or 4.03(d),
     as applicable; the Master Servicer's, Special Servicer's and/or Trustee'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 (exclusive of the Great Mall
     Trust Mortgage Loan or any successor Trust REO Loan with respect thereto),
     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 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 (B) to pay itself and the Special

                                     -112-
<PAGE>

     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);

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

               (xv) to pay, out of general collections on the Mortgage Pool on
     deposit in the Collection Account, to the Great Mall B-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
     Great Mall Trust Mortgage Loan or any successor REO Loan with respect
     thereto, pursuant to the terms of the Great Mall Co-Lender Agreement;

               (xvi) to reimburse 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 solely to the Great Mall Trust Mortgage Loan
     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
     derived from (A) the purchase of either such Trust Mortgage Loan or the
     Trust's interest in any related REO Property by or on behalf of the related
     Mortgage Loan Seller pursuant to Section 2.03 or (B) the sale of such Trust
     Mortgage Loan to or through the Great Mall B-Noteholder pursuant to the
     Great Mall Co-Lender Agreement, or as a Trust Defaulted Mortgage Loan,
     pursuant to Section 3.18; 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 Great Mall

                                     -113-
<PAGE>

     Co-Lender Agreement and/or any successor servicing agreement with respect
     to the Great Mall Loan Pair to the Master Servicer and/or the Special
     Servicer (and which amounts shall no longer be payable hereunder);

               (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) [Intentionally Omitted];

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

               (xx) to withdraw any amounts deposited in error;

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

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

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

         The Master Servicer shall pay to the Special Servicer or the Trustee on
each P&I Advance Date from the Collection Account amounts permitted to be paid
to the Special Servicer or the Trustee therefrom based on a certificate of a
Servicing Officer of the Special Servicer or of a Responsible Officer of the
Trustee, 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 or the Trustee, as the case maybe, is entitled. The
Master Servicer may rely conclusively on any such certificate and shall have no
duty to re-calculate the amounts stated therein. The Special Servicer shall keep
and maintain separate accounting for each Specially Serviced Mortgage Loan and
REO Property, on a loan-by-loan and property-by-property basis, for the purpose
of justifying any request for withdrawal from the Collection Account. With
respect to each Mortgage Loan for which it makes an Advance, the Trustee shall
similarly keep and maintain separate accounting for each Mortgage Loan, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Collection Account for reimbursements of
Advances or interest thereon.

         In connection with any payments required to be made to the Great Mall
B-Noteholder in accordance with Section 3.05(a)(xv), the Master Servicer may
request a written statement from the Great Mall B-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 Great Mall Co-Lender
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 the Great Mall B-Noteholder in accordance with Section 3.05(a)(xv) upon
receipt of such a written statement (other than as permitted under the Great
Mall Co-Lender Agreement); and provided, further, that to the extent such a
written statement from the Great Mall B-Noteholder is received by the Master
Servicer, the Master Servicer may conclusively rely,

                                     -114-
<PAGE>

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 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, 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.

                                     -115-
<PAGE>

         (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
the Great Mall 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 Great Mall Early Remittance Date
     and P&I each P&I Advance Date to the Great Mall B-Noteholder and to the
     Trust in accordance with Sections 5, 6 and 8 of the Great Mall Co-Lender
     Agreement, such remittances to the Trust to be made to the Collection
     Account;

               (ii) to reimburse the Trustee and itself, in that order, for
     unreimbursed P&I Advances made with respect to the Great Mall Trust
     Mortgage Loan or any successor Trust REO Loan, the Trustee's and 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 Great Mall Trust Mortgage Loan 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 earned and unpaid Master Servicing Fees in
     respect of the Great Mall Loan Pair (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 Great Mall Loan
     Pair (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) [Intentionally Omitted];

               (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 Great Mall Loan Pair in
     the amounts provided in Section 3.11(c) and out of the collections
     contemplated by the Great Mall Co-Lender Agreement;

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

                                     -116-
<PAGE>

     Mall Loan Pair or any Great Mall REO Property; provided, however, that if
     such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then
     such Servicing Advance shall thereafter be reimbursed in the manner
     contemplated in Section 3.05(a)(vii);

               (vii) to reimburse the Trustee or itself, in that order, for any
     unreimbursed Servicing Advances in respect of the Great Mall Loan Pair or
     any Great Mall REO Property that have been or are determined to be
     Nonrecoverable Advances out of REO Revenues, Liquidation Proceeds and
     Insurance Proceeds received on the Great Mall Loan Pair or any Great Mall
     REO Property; provided that if REO Revenues, Liquidation Proceeds and
     Insurance Proceeds received on the Great Mall Loan Pair or any Great Mall
     REO Property are insufficient, then such Servicing Advance shall be
     reimbursed in the manner contemplated in Section 3.05(a)(vii);

               (viii) at such time as it reimburses the Trustee, the Special
     Servicer or itself, in that order, for any unreimbursed Advance pursuant to
     clause (ii), (vi) or (vii) above, to pay the Trustee, the Special Servicer
     or itself, as the case may be, in that order, any interest accrued and
     payable thereon in accordance with Section 3.03(c) or (d) or 4.03(d), as
     applicable; the Master Servicer's, Special Servicer's and/or Trustee'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 Great Mall Loan Pair, 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 (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 Great Mall
     Loan Pair and any Great Mall REO Property on deposit in the Great Mall
     Custodial Account;

               (ix) to pay for costs and expenses incurred by the Trust Fund as
     an Additional Trust Fund Expense pursuant to Section 3.12(a), to the extent
     such costs and expenses relate to the Great Mall 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 the Great Mall Custodial Account as provided
     in Section 3.06(b), but only to the extent of the Net Investment Earnings
     with respect to the Great Mall Custodial Account for any Investment Period;
     (2) any Prepayment Interest Excess with respect to the Great Mall Trust
     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 (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 the Great Mall Loan Pair 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 the Great
     Mall Loan Pair and/or the Great Mall Mortgaged Property;

               (xii) to pay itself, the Special Servicer, the Depositor, or any
     of their respective Affiliates, directors, partners, members, managers,
     shareholders, officers, employees

                                     -117-
<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 the Great
     Mall Loan Pair and/or the Great Mall 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 Great Mall Co-Lender 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 the Great Mall Loan
     Pair and/or the Great Mall Mortgaged Property;

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

               (xv) [Intentionally Omitted];

               (xvi) to pay the cost of any Environmental Assessment or any
     remedial, corrective or other action pursuant to Section 3.09(c), to the
     extent such costs relate to the Great Mall Loan Pair and/or the Great Mall
     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 the Great Mall Custodial Account;
     and

               (xix) to clear and terminate the Great Mall Custodial Account at
     the termination of this Agreement pursuant to Section 9.01.

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

         The Master Servicer shall on or before 2:00 PM (New York City time) on
each Great Mall Early Remittance Date and on or before 12:00 PM (New York City
time) on each P&I Advance Date remit to the Trust and the Great Mall
B-Noteholder such amounts as are distributable in respect of the Great Mall
Trust Mortgage Loan and the Great Mall B-Note Loan pursuant to Sections 5, 6 and
8 of the Great Mall Co-Lender Agreement, such remittances to the Trust to be
made to the Collection Account and such remittances to the Great Mall
B-Noteholder to be made to the account designated by the Great Mall B-Noteholder
pursuant to the Great Mall Co-Lender Agreement.

         The Master Servicer shall pay to the Special Servicer or the Trustee on
each P&I Advance Date from the Great Mall Custodial Account amounts permitted to
be paid to the Special Servicer or the Trustee therefrom based on a certificate
of a Servicing Officer of the Special Servicer or of a Responsible Officer of
the Trustee, received not later than 1:00 p.m. (New York City time) on the

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immediately preceding Determination Date and describing the item and amount to
which the Special Servicer or the Trustee, as the case maybe, is entitled. The
Master Servicer may rely conclusively on any such certificate and shall have no
duty to re-calculate the amounts stated therein. The Special Servicer shall keep
and maintain separate accounting for each Specially Serviced Mortgage Loan and
REO Property, on a loan-by-loan and property-by-property basis, for the purpose
of justifying any request for withdrawal from the Great Mall Custodial Account.
With respect to each Mortgage Loan for which it makes an Advance, the Trustee
shall similarly keep and maintain separate accounting for each Mortgage Loan, on
a loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Great Mall Custodial Account for reimbursements
of Advances or interest thereon.

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

         SECTION 3.06. Investment of Funds in the Servicing Accounts, the
                       Reserve Accounts, the Collection Account, the
                       Distribution Account, the Great Mall Custodial Account,
                       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 the Great Mall 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. In the event that the Master Servicer shall have failed to give
investment directions for any Servicing Account, any Reserve Account, the
Collection Account or the Great Mall Custodial Account, or the Special Servicer
shall have failed to give investment directions for the REO Accounts, or the
Trustee shall have failed to give investment directions for the Distribution
Account, the Gain-on-Sale Reserve Account, the Additional Interest Account or
the Interest Reserve Account, by 11:00 A.M. New York time on any Business Day on
which there may be uninvested cash, such funds held in the REO Accounts shall be
invested in securities described in clause (i) of the definition of the term
"Permitted Investments"; and such funds held in such other accounts shall be
invested in securities described in clause (v) of such definition. All such
Permitted Investments shall be held to maturity, unless payable on demand. Any
investment of funds in an Investment Account shall be made in the name of the
Trustee (in its capacity as such). The Master Servicer (with respect to
Permitted Investments of amounts in the Servicing Accounts, the Reserve
Accounts, the Collection Account or the Great Mall Custodial Account) and the
Special Servicer (with respect to Permitted Investments of amounts in the REO
Accounts), on behalf of the

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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 Great
Mall Custodial Account, 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

               (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 Great Mall Custodial Account, 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 Great Mall Custodial Account, excluding
any accounts containing amounts invested solely for the benefit of, and at the
direction of, the Mortgagor under the terms of the Mortgage Loan or applicable
law), 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

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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.

         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 the Great Mall Loan Pair,
the Great Mall B-Noteholder) (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

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<PAGE>

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
Special Servicer shall obtain such insurance from the next highest rated insurer
offering such insurance at commercially reasonable rates); or (c) subject to the
prior approval of the Controlling Class Representative or, in the case of the
Great Mall Loan Pair, the Great Mall Controlling Party (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 the subject hazards are
not commonly insured against by prudent owners of similar real properties in
similar locales (but only by reference to such insurance that has been obtained
by such owners at then current market rates). Any amounts collected by the
Master Servicer or the Special Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or REO Property or amounts to be released to the related Mortgagor, in
each case subject to the rights of any tenants and ground lessors, as the case
may be, and in each case in accordance with the terms of the related Mortgage
and the Servicing Standard) shall be deposited in the 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 the Great Mall Loan Pair), or
in the Great Mall Custodial Account, subject to withdrawal pursuant to Section
3.05(e), in the case of amounts received in respect of the Great Mall Loan Pair,
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

                                     -122-
<PAGE>

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 ten (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
the Great Mall Loan Pair satisfies clause (i) and/or clause (ii), the Special
Servicer shall also inform the Great Mall B-Noteholder 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 insuring
against hazard losses on all of the Mortgage Loans and/or REO Properties that it
is required to service and administer, then, to the extent such policy (i) is
obtained from a Qualified Insurer and (ii) provides protection equivalent to the
individual policies otherwise required, the Master Servicer or the Special
Servicer, as the case may be, shall conclusively be deemed to have satisfied its
obligation to cause hazard insurance to be maintained on the related Mortgaged
Properties and/or REO Properties. In the event that the Special Servicer causes
any REO Property to be covered by such blanket policy, the incremental cost of
such insurance applicable to such REO Property (other than any minimum or
standby premium payable for such policy whether or not any REO Property is
covered thereby) shall be paid by the Master Servicer as a Servicing Advance
pursuant to Section 3.03. Such blanket policy may contain a deductible clause
(not in excess of a customary amount), in which case the Master Servicer or the
Special Servicer, as appropriate, shall, if there shall not have been maintained
on the related Mortgaged Property or REO Property a hazard insurance policy
complying with the requirements of Section 3.07(a), and there shall have been
one or more losses that would have been covered by such policy, promptly deposit
into the Collection Account (or, in the case of the Great Mall Mortgaged
Property or any Great Mall REO Property, into the Great Mall Custodial Account)
from its own funds the amount not otherwise payable under the blanket policy
because of such deductible clause. The Master Servicer or the Special Servicer,
as appropriate, shall prepare and present, on behalf of itself, the Trustee and
the Certificateholders (and, in the case of the Great Mall Loan Pair, the Great
Mall B-Noteholder), claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy.

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

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<PAGE>

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, employees and agents in
connection with its servicing obligations hereunder, which policy or policies
shall be in such form and amount as would permit it to be a qualified FNMA
seller-servicer of multifamily mortgage loans, or in such other form and amount
as would not result in an Adverse Rating Event (as evidenced in writing from
each Rating Agency). Each of the Master Servicer and the Special Servicer shall
be deemed to have complied with the foregoing provisions if an Affiliate thereof
has such insurance and, by the terms of such policy or policies, the coverage
afforded thereunder extends to the Master Servicer or the Special Servicer, as
the case may be. Any such errors and omissions policy shall provide for ten
days' written notice to the Trustee prior to cancellation. The Master Servicer
and the Special Servicer shall each cause the Trustee to be an additional loss
payee on any policy currently in place or procured pursuant to the requirements
of this Section 3.07(c).

         For so long as the long-term debt obligations of the Master Servicer or
Special Servicer, as the case may be (or in the case of the initial Master
Servicer and Special Servicer, their respective direct parent), are rated at
least "A" or the equivalent by all of the Rating Agencies (or such lower rating
as will not result in qualification, downgrading or withdrawal of the ratings
then assigned to the Certificates, as evidenced in writing by the Rating
Agencies), such Person may self-insure with respect to the risks described in
this Section 3.07.

         (d) Within ninety (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 the Great Mall
Loan Pair, the Great Mall B-Noteholder), 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 the Great Mall Loan Pair,
the Great Mall B-Noteholder), 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 the Great Mall Loan Pair, the Great Mall
B-Noteholder). 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

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<PAGE>

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 the Great Mall Loan Pair, the Great Mall
B-Noteholder) 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 the Great Mall Loan Pair, the
Great Mall B-Noteholder of such termination in writing. Upon receipt of such
notice, the Master Servicer with respect to non-Specially Serviced Mortgage
Loans, and the Special Servicer with respect to Specially Serviced Mortgage
Loans, shall address such termination in accordance with Section 3.07(a) in the
same manner as it would the termination of any other Insurance Policy required
under the related Mortgage Loan Documents. Any legal fees, premiums or other
out-of-pocket costs incurred in connection with a resolution of such termination
of an environmental insurance policy shall be paid by the Master Servicer and
shall be reimbursable to it as a Servicing Advance.

         SECTION 3.08. Enforcement of Alienation Clauses.

         (a) The Master Servicer (with respect to Mortgage Loans that are not
Specially Serviced Mortgage Loans) and the Special Servicer (with respect to
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), that
waiver of such restrictions would be in accordance with the Servicing Standard
and (ii) complied with the applicable requirements, if any, of Section 6.11
and/or Section 6.12, as the case may be; 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 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 (except that prior written confirmation from Fitch shall not
     be required unless the Mortgage Loan (A) is one of the ten largest Mortgage
     Loans in the Mortgage Pool or (B) when combined with any other Mortgage
     Loans made to Mortgagors that are affiliated to the related Mortgagor,
     constitutes one of the ten largest Mortgagor concentrations in the Mortgage
     Pool based on the then-current outstanding principal balance of all of the
     Mortgage Loans);

                                     -125-
<PAGE>

               (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 (except that prior
     written confirmation from Fitch shall not be required unless the Mortgage
     Loan (A) is one of the ten largest Mortgage Loans in the Mortgage Pool or
     (B) when combined with any other Mortgage Loans made to Mortgagors that are
     affiliated to the related Mortgagor, constitutes one of the ten largest
     Mortgagor concentrations in the Mortgage Pool based on the then-current
     outstanding principal balance of all of the Mortgage Loans); provided,
     that, with respect to a waiver of a due-on-sale provision, in the event
     that such Mortgage Loan does not meet the criteria set forth in the prior
     sentence, and the Mortgage Loan Documents contain a requirement for Rating
     Agency approval, the Master Servicer or the Special Servicer, subject to
     Section 6.11 or Section 6.12, as the case may be, may waive such
     requirement without Rating Agency approval in accordance with the Servicing
     Standard;

               (iii) subject to the related Mortgage Loan Documents and
     applicable law, the Master Servicer shall not waive any right it has, or
     grant any consent it is otherwise entitled to withhold, in accordance with
     any related "due-on-encumbrance" clause under any Mortgage Loan until it
     has delivered to the Special Servicer its recommendation and analysis of
     the request, together with a copy of the materials and information upon
     which such recommendation is based, and has received the consent of the
     Special Servicer (the giving of which consent shall be subject to the
     Servicing Standard, 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 or the Great Mall Controlling Party is
     entitled to object pursuant to Section 6.11 or Section 6.12, as the case
     may be, 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 requested by the Special Servicer or the Controlling Class
     Representative;

               (iv) subject to the related Mortgage Loan Documents and
     applicable law, the Master Servicer shall not waive any right it has, or
     grant any consent it is otherwise entitled to withhold, in accordance with
     any related "due-on-sale" clause under any Mortgage Loan until it has
     received the consent of the Special Servicer (the giving of which consent
     shall be subject to the Servicing Standard, 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 or the Great
     Mall Controlling Party is entitled to object pursuant to Section 6.11 or
     Section 6.12, as the case may be, 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 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

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     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 or the Great Mall Controlling Party is entitled to object
     pursuant to Section 6.11 or Section 6.12, as the case may be, 15 Business
     Days, which 15 Business Days shall include the five Business Days specified
     in the proviso at the end of the first paragraph of Section 6.11) of
     receipt by the Controlling Class Representative of written notice of such
     action and all reasonably requested information related thereto (or, if no
     information is requested, within 10 Business Days (or, if applicable, 15
     Business Days) of receipt of written notice).

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

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

         In connection with any permitted assumption of any Mortgage Loan or
waiver of a "due-on-sale" or "due-on-encumbrance" clause thereunder, the Master
Servicer, with respect to Mortgage Loans that are not Specially Serviced
Mortgage Loans, or the Special Servicer, with respect to 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 which 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 the Great Mall Loan Pair, the Great Mall
B-Noteholder)) 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, or the security intended to be provided by such
Mortgage, the related Mortgagor's ability to repay the Mortgage Loan, or
materially or

                                     -127-
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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) and Section 6.11, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or exercise any power of sale contained in
the related Mortgage, obtain a deed-in-lieu of foreclosure, or otherwise acquire
title to the corresponding Mortgaged Property by operation of law or otherwise
in relation to such of the Mortgage Loans as come into and continue in default
and as to which no satisfactory arrangements can be made for collection of
delinquent payments, including, without limitation, pursuant to Section 3.20.
Subject to the second paragraph of Section 3.03(c), the Master Servicer shall
advance all costs and expenses (other than costs or expenses that would, if
incurred, constitute a Nonrecoverable Servicing Advance) incurred by the Special
Servicer in any such proceedings, and shall be entitled to reimbursement
therefor as provided in Section 3.05(a) 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 the Great
Mall Mortgaged Property, the Great Mall B-Noteholder), 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 the Great Mall Loan Pair, at the
expense of the Great Mall B-Noteholder), have an appraisal performed with
respect to such property by an Independent Appraiser or other expert in real
estate matters; which appraisal shall take into account, as applicable, among
other factors, the period and amount of any delinquency on the affected Mortgage
Loan, the occupancy level and physical condition of the Mortgaged Property or
REO Property, the state of the local economy and the obligation to dispose of
any REO Property within the time period specified in Section 3.16(a), including
without limitation, any environmental, engineering or other third party reports
available, and other factors that a prudent real estate appraiser would
consider.

         With respect to each Required Appraisal Mortgage Loan, the Special
Servicer will be required to obtain a Required Appraisal (or with respect to any
Mortgage Loan with an outstanding principal balance, net of related unreimbursed
advances of principal, of less than $2,000,000, at the Special Servicer's
option, an internal valuation performed by the Special Servicer) within 60 days
of a Mortgage Loan becoming a Required Appraisal Mortgage Loan (unless an
appraisal meeting the requirements of a Required Appraisal was obtained for such
Required Appraisal Mortgage Loan within the prior 12 months and the Special
Servicer has no actual knowledge of a material adverse change in the condition
of the related Mortgaged Property in which case such appraisal may be a letter
update of the Required Appraisal) and thereafter shall obtain a Required
Appraisal (or with respect to any

                                     -128-
<PAGE>

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 the Great Mall Loan
Pair, out of the Great Mall Custodial Account pursuant to Section 3.05(e)(vi)
and 3.05(e)(vii).

         (b) Notwithstanding any other provision of this Agreement, no Mortgaged
Property shall be acquired by the Special Servicer on behalf of the
Certificateholders (and, in the case of the Great Mall Mortgaged Property, the
Great Mall B-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 the Great Mall
Mortgaged Property, the Great Mall B-Noteholder) 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 the Great Mall Loan Pair, on behalf of the Great
Mall B-Noteholder), obtain title to a Mortgaged Property by foreclosure, deed in
lieu of foreclosure or otherwise, or take any other action with respect to any

                                     -129-
<PAGE>

Mortgaged Property, if, as a result of any such action, the Trustee, on behalf
of the Certificateholders (and, in the case of the Great Mall Mortgaged
Property, on behalf of the Great Mall B-Noteholder), 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 such action is consistent with Section
6.12, if and as applicable, and the Special Servicer has determined (as
evidenced by an Officer's Certificate to such effect delivered to the Trustee
(and, in the case of the Great Mall Mortgaged Property, the Great Mall
B-Noteholder) 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 the Great Mall Mortgaged
Property, to the Great Mall B-Noteholder), that:

               (i) the Mortgaged Property is in compliance with applicable
     environmental laws and regulations or, if not, that it would (taking into
     account the coverage provided under any related environmental insurance
     policy) maximize the recovery to the Certificateholders (and, in the case
     of the Great Mall Mortgaged Property, on behalf of the Great Mall
     B-Noteholder) on a present value basis (the relevant discounting of
     anticipated collections that will be distributable to Certificateholders
     (and, in the case of the Great Mall Mortgaged Property, on behalf of the
     Great Mall B-Noteholder) 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 the Great Mall Mortgaged Property,
     on behalf of the Great Mall B-Noteholder) on a present value basis (the
     relevant discounting of anticipated collections that will be distributable
     to Certificateholders (and, in the case of the Great Mall Mortgaged
     Property, on behalf of the Great Mall B-Noteholder) 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,

                                     -130-
<PAGE>

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
Great Mall Custodial Account pursuant to Section 3.05(a) or 3.05(e) (or, in the
case of the Great Mall Mortgaged Property, to the extent the funds in the Great
Mall 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 Merrill Mortgage Loan Purchase Agreement, the
KeyBank Mortgage Loan Purchase Agreement or the Bank of America Mortgage Loan
Purchase Agreement, as applicable, the Special Servicer shall take such action
as is in accordance with the Servicing Standard (other than proceeding against
the Mortgaged Property). At such time as it deems appropriate, the Special
Servicer may, on behalf of the Trust (and, if the Great Mall Loan Pair is
involved, the Great Mall B-Noteholder), subject to Section 6.12, 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 the Great Mall
Loan Pair, if applicable) has a then outstanding principal balance of greater
than $1 million, then prior to the release of all or a portion of the related
Mortgaged Property from the lien of the related Mortgage, (i) the Special
Servicer shall have notified the Rating Agencies, the Trustee, the Controlling
Class Representative, the Master Servicer and, in the case of the Great Mall
Mortgaged Property, the Great Mall B-Noteholder 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 the Great Mall
Mortgaged Property, the Great Mall B-Noteholder 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

                                     -131-
<PAGE>

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
the Great Mall Loan Pair or any Great Mall REO Property, the Great Mall
B-Noteholder no later than the third Business Day following such Final Recovery
Determination.

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

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

         (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed in
a manner customary for such purposes, the Master Servicer shall promptly notify
the Trustee (and, in the case of the Great Mall B-Note Loan, the Great Mall
B-Noteholder) 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 and, in
the case of the Great Mall B-Note Loan, the original of the Mortgage Note for
such Mortgage Loan. Upon receipt of such certification and request, the Trustee
shall release, or cause any related Custodian to release, the related Mortgage
File (and, in the case of the Great Mall B-Note Loan, the Trustee shall cause
the Great Mall B-Noteholder to release the Mortgage Note for such Mortgage Loan)
to the Master Servicer and shall deliver to the Master Servicer such release or
discharge, duly executed. If the related Mortgage has been recorded in the name
of MERS or its designee, the Master Servicer (or a Sub-Servicer at its
direction), if registered with MERS to the extent necessary, and if the Master
Servicer or such Sub-Servicer is not so registered, the Trustee, shall take all
necessary action to reflect the release of such Mortgage on the MERS System. 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.

         (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 the Great Mall B-Note 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

                                     -132-
<PAGE>

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 the Great Mall B-Note Loan, the Trustee shall cause the Great Mall
B-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 (and, if
applicable, such original Mortgage Note for the Great Mall B-Note Loan to the
Great Mall B-Noteholder), or the delivery to the Trustee (and, if applicable, to
the Great Mall B-Noteholder) 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 Great Mall Custodial
Account pursuant to Section 3.04(a) or Section 3.04(h), as the case may be, have
been or will be so deposited, or that such Mortgage Loan has become an REO
Property, a copy of the Request for Release shall be released by the Trustee or
related Custodian to the Master Servicer or the Special Servicer, as applicable.

         (c) Within seven Business Days (or within such shorter period (but no
less than three Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee (and, in the case of
the Great Mall Loan Pair, the Great Mall B-Noteholder) 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 the
Great Mall Mortgaged Property, the Great Mall B-Noteholder) based on a limited
power of attorney issued in favor of the Special Servicer pursuant to Section
3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for
trustee's sale or other documents stated by the Special Servicer to be
reasonably necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or REO Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity or to
defend any legal action or counterclaim filed against the Trust Fund, the Master
Servicer, the Special Servicer or, if applicable, the Great Mall B-Noteholder.
Together with such documents or pleadings, the Special Servicer shall deliver to
the Trustee (and, if applicable, the Great Mall B-Noteholder) 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 the Great Mall Loan Pair, also on behalf
of the Great Mall B-Noteholder) 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

                                     -133-
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such Principal Prepayment or Liquidation Event in a month consisting of 30
days). The Master Servicing Fee with respect to any Mortgage Loan or any REO
Loan shall cease to accrue if a Liquidation Event occurs in respect thereof.
Earned but unpaid Master Servicing Fees shall be payable monthly on a
loan-by-loan basis, from payments of interest on each Mortgage Loan and REO
Revenues allocable as interest on each REO Loan. The Master Servicer shall be
entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan
or any REO Loan out of that portion of related Insurance Proceeds or Liquidation
Proceeds allocable as recoveries of interest, to the extent permitted by Section
3.05(a)(iii) or Section 3.05(e), as applicable, and in the case of a Trust
Mortgage Loan or a Trust REO Loan, out of such other amounts as may be permitted
by Section 3.05(a). The right to receive the Master Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all of
the Master Servicer's responsibilities and obligations under this Agreement or
the transfer of all or a portion of the Master Servicer's right to receive the
Excess Servicing Strip.

         Notwithstanding anything herein to the contrary, KRECM (and its
successors and assigns) may at its option assign or pledge to any third party or
retain for itself the Excess Servicing Strip (in whole but not in part);
provided that any assignee or pledgee of the Excess Servicing Strip must be a
Qualified Institutional Buyer or Institutional Accredited Investor (other than a
Plan); and provided, further, that no transfer, sale, pledge or other assignment
of the Excess Servicing Strip shall be made unless that transfer, sale, pledge
or other assignment is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws and
is otherwise made in accordance with the Securities Act and such state
securities laws; and provided, further, that in the event of any resignation or
termination of KRECM in its capacity as the Master Servicer, all or any portion
of the Excess Servicing Strip may be reduced by the Trustee through a reduction
in the Excess Servicing Strip Rate with respect to one or more Mortgage Loans
and REO Loans to the extent reasonably necessary (in the sole discretion of the
Trustee) for the Trustee to obtain a qualified successor Master Servicer (which
successor may include the Trustee) that meets the requirements of Section 6.04
and that requires market rate servicing compensation that accrues at a per annum
rate in excess of the sum of the sum of (i) 0.01% (one basis point) per annum,
(ii) the primary servicing fee rate, if any, for such Mortgage Loan or REO Loan
and (iii) with respect to any Broker Strip Loan, the Broker Strip Rate for such
Broker Strip Loan. KRECM and each holder of the Excess Servicing Strip desiring
to effect a transfer, sale, pledge or other assignment of the Excess Servicing
Strip shall, and KRECM hereby agrees, and each such holder of the Excess
Servicing Strip by its acceptance of the Excess Servicing Strip shall be deemed
to have agreed, in connection with any transfer of the Excess Servicing Strip
effected by such Person, to indemnify the Certificateholders, the Trust, the
Depositor, the Underwriters, the Trustee, the 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

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

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

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

               (i) any and all Default Charges 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

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     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);

               (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); and

               (vi) other customary charges;

may be retained by the Master Servicer 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 the
Great Mall Loan Pair, out of the Great Mall Custodial Account, and the Master
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.

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

         (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each REO Loan. As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee 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

                                     -136-
<PAGE>

Principal Prepayment or Liquidation Event in a month consisting of 30 days);
provided, however, that the Special Servicing Fee with respect to each Specially
Serviced Mortgage Loan and each REO Loan (or, if applicable, with respect to the
entire Great Mall Loan Pair) shall not be less than $4,000 for any one-month
period during which such Special Servicing Fee accrues. 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 Liquidation Proceeds and then general collections on the Mortgage
Loans and any REO Properties on deposit in the Collection Account pursuant to
Section 3.05(a).

         As further compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan, so long as such loan remains a Corrected Mortgage Loan.
As to each Corrected Mortgage Loan, the Workout Fee shall be payable out of, and
shall be calculated by application of the Workout Fee Rate to, each collection
of interest (other than Additional Interest and Penalty Interest) and principal
received on such Mortgage Loan for so long as it remains a Corrected Mortgage
Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to
be payable if a Servicing Transfer Event occurs with respect thereto or if the
related Mortgaged Property becomes an REO Property; provided that a new Workout
Fee would become payable if and when such Mortgage Loan again became a Corrected
Mortgage Loan. If the Special Servicer is terminated or resigns, it will retain
the right to receive any and all Workout Fees payable with respect to any
Specially Serviced Mortgage Loan that became a Corrected Mortgage Loan during
the period that it acted as Special Servicer and remained a Corrected Mortgage
Loan at the time of its termination or resignation or if the Special Servicer
resolved the circumstances and/or conditions (including by way of a modification
of the related Mortgage Loan documents) causing the Mortgage Loan to be a
Specially Serviced Mortgage Loan, but the Mortgage Loan had not as of the time
the Special Servicer is terminated or resigns become a Corrected Mortgage Loan
because the related Mortgagor had not made three consecutive monthly debt
service payments (but had made the most recent monthly debt service payment
prior to the termination of the Special Servicer) and subsequently becomes a
Corrected Mortgage Loan as a result of making such three consecutive payments.
The successor Special Servicer will not be entitled to any portion of those
Workout Fees.

         In addition, 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, 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. The Principal Recovery Fee shall be payable from a full or
discounted payoff, Liquidation Proceeds or Insurance Proceeds. As to each
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 purchase of any Mortgage Loan or REO Property by
a Mortgage Loan Seller pursuant to the Merrill Mortgage Loan Purchase Agreement,
the KeyBank Mortgage Loan Purchase Agreement or the Bank of America Mortgage
Loan Purchase Agreement due to a Breach or a Document Defect, within the time
period (or extension thereof) provided for such repurchase or, if such
repurchase occurs after such time period, if the Mortgage Loan Seller was acting
in good faith to resolve

                                     -137-
<PAGE>

such Breach or Document Defect, by the Majority Subordinate Certificateholder or
the Special Servicer pursuant to Section 3.18, by the Great Mall B-Noteholder
pursuant to the Great Mall Co-Lender Agreement (except as otherwise provided in
the Great Mall Co-Lender Agreement), or by the Master Servicer, the Special
Servicer or the Majority Subordinate Certificateholder pursuant to Section 9.01;
and provided further that no Principal Recovery Fee shall be payable (i) in
connection with a Periodic Payment received in connection with such Mortgage
Loan or (ii) to the extent a Workout Fee is payable concerning the Liquidation
Proceeds.

         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 the Great Mall Loan Pair (including, without
limitation, any successor REO Loans comprising same) shall be paid from the
collections received on the Great Mall Loan Pair on deposit in the Great Mall
Custodial Account that may be applied to pay such fees in accordance with the
Great Mall Co-Lender Agreement, pursuant to Section 3.05(e).

         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 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)) fifty percent (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 and shall not be required to be deposited in the Collection
Account or the Great Mall 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 Great Mall Custodial Account 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

                                     -138-
<PAGE>

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

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

         (a) The Special Servicer shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as practicable after a
related Mortgage Loan becomes a Specially Serviced Mortgage Loan, provided that
such expense shall be reimbursable first out of Default Charges otherwise
payable to the Special Servicer and the Master Servicer, then as an Additional
Trust Fund Expense (other than an expense allocable to the Great Mall B-Note
Loan, which shall be reimbursable from the Great Mall 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 2005, 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, to the Trustee, each other, and, in an
electronic format, to the Controlling Class Representative (and in the case of
the Great Mall Loan Pair, the Great Mall B-Noteholder) and the Trustee shall,
subject to Section 3.15, make copies of all such inspection reports available
for review by Certificateholders and Certificate Owners during normal business
hours at the offices of the Trustee at all times after Trustee's receipt
thereof. Upon written request and at the expense of the requesting party, the
Trustee shall deliver copies of any such inspection reports to
Certificateholders and Certificate Owners. The Special Servicer shall have the
right to inspect or cause to be inspected (at its own expense) every calendar
year any Mortgaged Property related to a loan that is not a Specially Serviced
Mortgage Loan, provided that the Special Servicer obtains the approval of the
Master Servicer prior to such inspection, and provides a copy of such inspection
to the Master Servicer; 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.

                                     -139-
<PAGE>

If the Special Servicer performs such inspection, such inspection shall satisfy
the Master Servicer's inspection obligations pursuant to this paragraph (a).

         (b) The Special Servicer shall from time to time (and, in any event,
upon request) provide the Master Servicer with such information in its
possession regarding the Specially Serviced Mortgage Loans and REO Properties as
may be necessary for the Master Servicer to prepare each report and any
supplemental information to be provided by the Master Servicer to the Trustee.
Without limiting the generality of the foregoing, not later than 2:00 p.m. (New
York City time) on the Business Day following each Determination Date, beginning
in June 2004, 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 June 2004, 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 Monthly Additional Report on Recoveries and
Reimbursements. The preparation of each Monthly Additional Report on Recoveries
and Reimbursements 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 Monthly Additional Report on Recoveries and
Reimbursements (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 June 2004 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). No later than 4:00 p.m. New York City time on each P&I
Advance Date beginning in June 2004, 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; and (x) a CMSA Loan Level Reserve/LOC 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.

                                     -140-
<PAGE>

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

         Commencing with respect to the calendar quarter ended September 30,
2004, 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 at least quarterly 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
the Great Mall Loan Pair, the Great Mall B-Noteholder) 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 the Great
Mall Loan Pair, the Great Mall B-Noteholder), the Trustee and the Special
Servicer. Within 60 days (or, in the case of items received

                                     -141-
<PAGE>

from the Special Servicer or otherwise with respect to Specially Serviced
Mortgage Loans and REO Properties, 30 days) after receipt by the Master Servicer
of any quarterly or annual operating statements with respect to any Mortgaged
Property or REO Property, the Master Servicer shall prepare or update and
forward to the Trustee, the Special Servicer and the Controlling Class
Representative (and in the case of the Great Mall Loan Pair, the Great Mall
B-Noteholder) a CMSA NOI Adjustment Worksheet using the same format as the CMSA
Operating Statement Analysis Report for such Mortgaged Property or REO Property,
together with, if so requested and not previously provided pursuant to this
Section 3.12, the related quarterly or annual operating statements.

         (e) On or before the Closing Date, the Depositor shall provide to the
Master Servicer, the initial data (as of the respective Due Dates for the
Mortgage Loans in May 2004 or the most recent earlier date for which such data
is available) contemplated by the CMSA Loan Setup File, the CMSA Loan Periodic
Update File, the CMSA Operating Statement Analysis Report and the CMSA Property
File.

         (f) Except with respect to delivery to the Special Servicer or the
Controlling Class Representative, which deliveries shall all be electronic, 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.

         (g) 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 Sections 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).

         (h) 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 the Great Mall Mortgaged Property or
financial information regarding the Mortgagor to the Great Mall B-Noteholder.

         (i) 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

                                     -142-
<PAGE>

prior to the related Due Date in May 2004, the Master Servicer or the Special
Servicer, as the case may be, may conclusively rely (without independent
verification), absent manifest error, on information provided to it by the
related Mortgage Loan Seller, by the related Mortgagor or (x) in the case of
such a report produced by the Master Servicer, by the Special Servicer (if other
than such Master Servicer or an Affiliate thereof) and (y) in the case of such a
report produced by the Special Servicer, by the Master Servicer (if other than
such Special Servicer or an Affiliate thereof). Absent manifest error of which
it has actual knowledge, neither the Master Servicer nor the Special Servicer
shall be responsible for the accuracy or completeness of any information
supplied to it by a Mortgagor or third party that is included in any reports,
statements, materials or information prepared or provided by the Master Servicer
or the Special Servicer, as the case may be. The Trustee shall not be
responsible for the accuracy or completeness of any information supplied to it
for delivery pursuant to this Section. Neither the Trustee, the Master Servicer
nor the Special Servicer shall have any obligation to verify the accuracy or
completeness of any information provided by a Mortgagor or third party. All
reports provided pursuant this Section 3.12 shall be in an electronic format
reasonable acceptable to both the Trustee and the Master Servicer.

         (j) On each Great Mall Early Remittance Date, the Master Servicer shall
with respect to the Great Mall B-Note Loan, prepare reports substantially in the
forms attached hereto as Exhibits R-1 and R-2 (collectively, the "Great Mall
B-Note Reports") and deliver a copy of each such Great Mall B-Note Report to the
Great Mall B-Noteholder via first class mail.

         (k) 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 the Great Mall Loan Pair, the Great Mall 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, the Great Mall B-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 2005 (provided, any such report 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 2005), 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 and of its
performance under this Agreement has been made under such officer's supervision,
(ii) to the best of such officer's knowledge, based on such review, the Master
Servicer or the Special Servicer, as the case may be, has fulfilled all of its
obligations under this Agreement in all material respects throughout such year,
or, if there has been a 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, Grantor Trust E or Grantor Trust B as a
"grantor trust" for income tax purposes under the Grantor Trust Provisions from
the Internal Revenue Service or any other governmental agency or body or, if it
has received any such notice, specifying the details thereof.

                                     -143-
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         SECTION 3.14. Reports by Independent Public Accountants.

         On or before May 1 of each year, beginning May 1, 2005 (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,
2005), 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, the Great
Mall B-Noteholder 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 (except that the first such report shall cover
the period from the Closing Date through December 31, 2004) and that, on the
basis of such examination, conducted substantially in compliance with USAP, such
firm confirms that the Master Servicer or the Special Servicer, as the case may
be, complied with the minimum servicing standards identified in USAP, in all
material respects, except for such significant exceptions or errors in records
that, in the opinion of such firm, the USAP requires it to report. In rendering
such statement, such firm may rely, as to matters relating to direct servicing
of mortgage loans by Sub-Servicers, upon comparable statements for examinations
conducted substantially in compliance with the Uniform Single Audit Program for
Mortgage Bankers (rendered within one year of such statement) of independent
public accountants with respect to the related Sub-Servicer.

         SECTION 3.15. Access to Certain Information.

         (a) Upon ten days prior written notice, the Master Servicer (with
respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i) below,
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) and the
Trustee (with respect to the items in clause (b) and (i) below and to the extent
any other items are in its possession) shall make available at their respective
offices primarily responsible for administration of the Mortgage Loans (or in
the case of the Trustee, at its Corporate Trust Office), during normal business
hours, or send to the requesting party, such party having been certified to the
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

                                     -144-
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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 the Great Mall Loan
Pair, the Great Mall B-Noteholder) at no cost pursuant to their reasonable
requests. The Master Servicer, Special Servicer and Trustee may each satisfy its
obligations under this Section 3.15(a) by making such items available for review
on its Internet Website with the use of a password.

         In connection with providing access to or copies of the items described
in the preceding paragraph pursuant to this Section 3.15, or with respect to the
Controlling Class Representative (and in the case of the Great Mall Loan Pair,
the Great Mall B-Noteholder), in connection with providing access to or copies
of any items in accordance with this Agreement, the Trustee or the Master
Servicer, as applicable, shall require: (a) in the case of Certificate Owners,
Certificateholders and the Controlling Class Representative (and in the case of
the Great Mall Loan Pair, the Great Mall B-Noteholder), 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 or the Master
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 such Certificate Owner and the Controlling Class Representative
(and in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder) 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 or the
Master 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 the Great Mall Loan Pair, the Great Mall
B-Noteholder), 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

                                     -145-
<PAGE>

require either of the certifications contemplated by the second preceding
sentence in connection with providing any information pursuant to this Section
3.15 that has previously been made available without a password via the
Trustee's or the Master Servicer's, as applicable, Internet Website or has
previously been filed with the Securities and Exchange Commission.

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

         The Trustee, the Master Servicer, the Special Servicer and the
Underwriters may require payment from the Certificateholder or Certificate Owner
of a sum sufficient to cover the reasonable costs and expenses of providing any
such information or access pursuant to this Section 3.15 to, or at the request
of, the Certificateholders or Certificate Owners or prospective transferees,
including, without limitation, copy charges and, in the case of
Certificateholders or Certificate Owners requiring on site review in excess of
three Business Days, reasonable fees for employee time and for space.

         (b) The Trustee shall, and the Master Servicer may but is not required
to, make available each month to any interested party on their respective
Internet Websites (i) the Distribution Date Statement and (ii) this Agreement,
the Prospectus and the Prospectus Supplement. In addition, on each Distribution
Date, the Trustee shall make available to any interested party via the Trustee's
Internet Website the Unrestricted Servicer Reports, the CMSA Loan Periodic
Update File, the CMSA Loan Setup File, the CMSA Bond File, the CMSA Collateral
Summary File and the CMSA Reconciliation of Funds Report, 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) 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

                                     -146-
<PAGE>

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

         Notwithstanding anything in this Agreement to the contrary, the Master
Servicer and the Trustee may withhold (other than with respect to items required
to be delivered under this Agreement to the Controlling Class Representative
(and in the case of the Great Mall Loan Pair, the Great Mall B-Noteholder)) any
information not yet included in a Form 8-K 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 2004-MKB1, Commercial Mortgage
         Pass-Through Certificates, Series 2004-MKB1, 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

                                     -147-
<PAGE>

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 the Great Mall Mortgaged Property, on
behalf of the Great Mall B-Noteholder. 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 Great Mall
B-Noteholder), 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 Great Mall REO Property, the Great Mall B-Noteholder, shall sell any REO
Property as soon as practicable in accordance with the Servicing Standard, but
prior to the end of the third year following the calendar year in which REMIC I
acquires ownership of such REO Property for purposes of Section 860G(a)(8) of
the Code, unless the Special Servicer either (i) applies for, more than sixty
days prior to the end of such third succeeding year, and is granted an extension
of time (an "REO Extension") by the Internal Revenue Service to sell such REO
Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the
Trustee, the Special Servicer and the Master Servicer, to the effect that the
holding by REMIC I of such REO Property subsequent to the end of such third
succeeding year will not result in the imposition of taxes on "prohibited
transactions" (as defined in Section 860F of the Code) on either of REMIC I or
REMIC II or cause either of REMIC I or REMIC II to fail to qualify as a REMIC at
any time that any Certificates are outstanding. If the Special Servicer is
granted the REO Extension contemplated by clause (i) of the immediately
preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii)
of the immediately preceding sentence, the Special Servicer shall sell 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 the Great Mall 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

                                     -148-
<PAGE>

the retention of revenues and other proceeds derived from each REO Property
(other than any Great Mall REO Property). If such REO Acquisition occurs with
respect to the Great Mall Mortgaged Property, then the Special Servicer shall
establish an REO Account solely with respect to such property (the "Great Mall
REO Account"), to be held for the benefit of the Certificateholders and the
Great Mall B-Noteholder. The Pool REO Account and the Great Mall REO Account
shall each be an Eligible Account. The Special Servicer shall deposit, or cause
to be deposited, in the applicable REO Account, upon receipt, all REO Revenues,
Insurance Proceeds and Liquidation Proceeds received in respect of any REO
Property within 2 Business Days of receipt. Funds in the REO Accounts may be
invested in Permitted Investments in accordance with Section 3.06. The Special
Servicer shall be entitled to make withdrawals from each REO Account to pay
itself, as additional special servicing compensation in accordance with Section
3.11(d), interest and investment income earned in respect of amounts held in
such REO Account as provided in Section 3.06(b) (but only to the extent of the
Net Investment Earnings with respect to such REO Account for any Collection
Period). The Special Servicer shall give written notice to the Trustee and the
Master Servicer of the location of each REO Account, and shall give notice to
the Great Mall B-Noteholder of the location of any Great Mall 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 applicable Collection Period, net
of any withdrawals made out of such amounts pursuant to the preceding sentence.
On the Business Day preceding each Great Mall Early Determination Date and again
on the next succeeding Determination Date, the Special Servicer shall withdraw
from the Great Mall REO Account and deposit into the Great Mall 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
Great Mall Custodial Account) the aggregate of all amounts then on deposit
therein that were received in respect of the Great Mall REO Property during the
Collection Period, 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.

                                     -149-
<PAGE>

         SECTION 3.17. Management of REO Property.

         (a) Prior to the acquisition by it of title to a Mortgaged Property,
the Special Servicer shall review the operation of such Mortgaged Property and
determine the nature of the income that would be derived from such property if
it were acquired by the Trust Fund. If the Special Servicer determines from such
review that:

               (i) None of the income from Directly Operating such Mortgaged
     Property would be subject to tax as "net income from foreclosure property"
     within the meaning of the REMIC Provisions or would be subject to the tax
     imposed on "prohibited transactions" under Section 860F of the Code (either
     such tax referred to herein as an "REO Tax"), then such Mortgaged Property
     may be Directly Operated by the Special Servicer as REO Property;

               (ii) Directly Operating such Mortgaged Property as an REO
     Property could result in income from such property that would be subject to
     an REO Tax, but that a lease of such property to another party to operate
     such property, or the performance of some services by an Independent
     Contractor with respect to such property, or another method of operating
     such property would not result in income subject to an REO Tax, then the
     Special Servicer may (provided, that in the reasonable judgment of the
     Special Servicer (exercised in accordance with the Servicing Standard),
     such alternative is commercially reasonable) acquire such Mortgaged
     Property as REO Property and so lease or operate such REO Property; or

               (iii) It is reasonable to believe that Directly Operating such
     property as REO Property could result in income subject to an REO Tax and
     that no commercially reasonable means exists to operate such property as
     REO Property without the Trust Fund incurring or possibly incurring an REO
     Tax on income from such property, the Special Servicer shall deliver to the
     REMIC Administrator, in writing, a proposed plan (the "Proposed Plan") to
     manage such property as REO Property. Such plan shall include potential
     sources of income, and, to the 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 REO
Property with respect to the Great Mall Loan Pair, the Great Mall B-Noteholder)
by

                                     -150-
<PAGE>

maximizing (to the extent commercially reasonable and consistent with Section
3.17(b)) the net after-tax REO Revenues received by the Trust Fund with respect
to such property and, to the extent consistent with the foregoing, in the same
manner as would prudent mortgage loan servicers operating acquired mortgaged
property comparable to the respective Mortgaged Property. Both the Special
Servicer and the REMIC Administrator may, at the expense of the Trust Fund
payable pursuant to Section 3.05(a)(xiii) consult with counsel.

         (b) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect and operate such REO Property for the benefit of
the Certificateholders (and, in the case of any REO Property with respect to the
Great Mall Loan Pair, the Great Mall B-Noteholder) 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 would not make such advances if
the Master Servicer owned such REO Property or the Master Servicer determines,
in accordance with the Servicing Standard, that such payment would be a
Nonrecoverable Advance; provided, however, that the Master Servicer may make any
such Servicing Advance without regard to recoverability if it is a necessary fee
or expense incurred in connection with the defense or prosecution of legal
proceedings.

                                     -151-
<PAGE>

         (c) Without limiting the generality of the foregoing, the Special
Servicer shall not, with respect to any REO Property:

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

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

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

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

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

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

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

               (ii) the fees of such Independent Contractor (which shall be
     expenses of the Trust Fund and, in the case of any Great Mall REO Property,
     the Great Mall B-Noteholder) 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;

                                     -152-
<PAGE>

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

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

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations under Section 3.16 and this Section 3.17 for indemnification of the
Special Servicer by any such Independent Contractor, and nothing in this
Agreement shall be deemed to limit or modify such indemnification. No agreement
entered into pursuant to this Section 3.17(d) shall be deemed a Sub-Servicing
Agreement for purposes of Section 3.22.

         SECTION 3.18. Resolution of Defaulted Mortgage Loans and REO
                       Properties.

         (a) The Master Servicer, the Special Servicer or the Trustee may sell
or purchase, or permit the sale or purchase of, a Trust Mortgage Loan or an REO
Property related thereto only on the terms and subject to the conditions set
forth in this Section 3.18 or as otherwise expressly provided in or contemplated
by Sections 2.03(a) and 9.01.

         (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 thirty
(30) days) after its receipt of such new Appraisal, if applicable. The Special
Servicer will be permitted, from time to time, to adjust its fair value
determination based upon changed circumstances, new information and other
relevant factors, in each instance in accordance with the Servicing Standard;
provided, however, that the Special Servicer shall update its fair value
determination at least once every 90 days; provided further that absent the
Special Servicer having actual knowledge of a material change in circumstances
affecting the value of the related Mortgaged Property, the Special Servicer
shall not be obligated to update such determination. The Special Servicer shall
notify the Trustee, the Master Servicer, each Rating Agency, the Majority
Subordinate Certificateholder promptly upon its fair value determination and any
adjustment thereto. The Special Servicer shall also deliver to the Master
Servicer and the Majority Subordinate Certificateholder the most recent
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

                                     -153-
<PAGE>

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 Mortgage Loan
File; provided that the Special Servicer shall take account of any change in
circumstances regarding the related Mortgaged Property known to the Special
Servicer that has occurred subsequent to, and that would, in the Special
Servicer's reasonable judgment, materially affect the value of the related
Mortgaged Property reflected in the most recent related Appraisal. Furthermore,
the Special Servicer shall consider all available objective third-party
information obtained from generally available sources, as well as information
obtained from vendors providing real estate services to the Special Servicer,
concerning the market for distressed real estate loans and the real estate
market for the subject property type in the area where the related Mortgaged
Property is located.

         (c) Subject to the terms set forth in Section 2.03, in the event a
Trust Mortgage Loan becomes a Trust Defaulted Mortgage Loan, each of the
Majority Subordinate Certificateholder and the Special Servicer (each, together
with their assignees, an "Option Holder") shall have an assignable option (a
"Purchase Option") (with respect to the Great Mall Trust Mortgage Loan, subject
to the Great Mall Co-Lender 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. The Special
Servicer shall, promptly after a Trust Mortgage Loan becomes a Trust Defaulted
Mortgage Loan, deliver to the Majority 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 Majority
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
Majority 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 Majority Subordinate Certificateholder or any assignee thereof within 60
days of a Trust Mortgage Loan becoming a Trust Defaulted Mortgage Loan, then the
Special Servicer (or its assignee) shall have the right to exercise its Purchase
Option prior to any exercise by the Majority Subordinate Certificateholder and
the Special Servicer or its assignee may exercise such Purchase Option at any
time during the fifteen day period immediately following the expiration of such
60-day period. Following the expiration of such fifteen day period, the Majority
Subordinate Certificateholder (or its assignee) shall again have the right to

                                     -154-
<PAGE>

exercise its Purchase Option prior to any exercise of the Purchase Option by the
Special Servicer. If not exercised earlier, the Purchase Option with respect to
any Trust Defaulted Mortgage Loan will automatically terminate (i) once the
related Trust Defaulted Mortgage Loan is no longer a Trust Defaulted Mortgage
Loan; provided, however, that if such Trust Mortgage Loan subsequently becomes a
Trust Defaulted Mortgage Loan, the related Purchase Option shall again be
exercisable, (ii) upon the acquisition, by or on behalf of the Trust Fund, of
title to the related Mortgaged Property through foreclosure or deed in lieu of
foreclosure or (iii) the modification or pay-off, in full or at a discount, of
such Trust Defaulted Mortgage Loan in connection with a workout. In addition,
the Purchase Option with respect to a Trust Defaulted Mortgage Loan held by any
Person will terminate upon the exercise of the Purchase Option and consummation
of the purchase by any other holder of a Purchase Option.

         (d) Intentionally Omitted.

         (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 Majority 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 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 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 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, 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, absent manifest error, may conclusively rely on the
opinion of any such Person.

                                     -155-
<PAGE>

         The costs of all appraisals, inspection reports and opinions of value
incurred by the Special Servicer or the Master Servicer or any such third party
pursuant to this paragraph shall be advanced by the Master Servicer and shall
constitute, and be reimbursable as, Servicing Advances. In addition, the Master
Servicer shall be entitled to receive out of the Collection Account a fee in the
amount of $2,500, for the initial confirmation of the Special Servicer's Option
Price determination (but no fee for any subsequent confirmation) that is made by
it with respect to any Trust Defaulted Mortgage Loan, in accordance with this
Section 3.18(f).

         Notwithstanding anything contained in this Section 3.18(f) to the
contrary, if the Special Servicer, the Majority 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 thirty (30) days (except as such
period may be extended as set forth in this paragraph) of its receipt of the
Purchase Option Notice and Determination Information from the Special Servicer.
In determining whether the Option Price represents the fair value of such 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
thirty (30) day time period referenced above in this paragraph, the Trustee will
have an additional fifteen (15) days to make a fair value determination if the
Person referenced in the immediately preceding sentence has determined that the
Determination Information is defective, incorrect, insufficient or unreliable.
The reasonable costs of all appraisals, inspection reports and opinions of
value, reasonably incurred by the Trustee or any such third party pursuant to
this paragraph shall be advanced by the Master Servicer and shall constitute,
and be reimbursable as, Servicing Advances. In connection with the Trustee's
determination of fair value the Special Servicer shall deliver to the Trustee
the Determination Information for the use of the Trustee or any such third
party.

         In the event a designated third party determines that the Option Price
is less than the fair value of the 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

                                     -156-
<PAGE>

thereafter any Option Holder may exercise its purchase option in accordance with
this Section 3.18, at the Option Price as adjusted.

         (g) The Option Holder whose Purchase Option is declared effective
pursuant to Section 3.18(e) above shall be required to pay the purchase price
specified in its Purchase Option Notice to the Master Servicer within ten (10)
Business Days of its receipt of the Master Servicer's notice confirming that the
exercise of its Purchase Option is effective. Upon receipt of 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 the Great Mall Mortgaged Property, the
Great Mall B-Noteholder) 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

                                     -157-
<PAGE>

accompanied by a refundable deposit of cash in an amount equal to 5% of the bid
amount. No Interested Person shall be permitted to purchase the REO Property at
a price less than the Purchase Price; and provided, further that if the Special
Servicer intends to bid on any REO Property, (i) the Special Servicer shall
notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at
the expense of the Trust Fund, an Appraisal of such REO Property and (iii) the
Special Servicer shall not bid less than the greater of (a) the fair market
value set forth in such Appraisal or (b) the Purchase Price.

         (k) Subject to the REMIC Provisions, the Special Servicer shall act on
behalf of the Trust in negotiating and taking any other action necessary or
appropriate in connection with the sale of any REO Property or the exercise of a
Purchase Option, including the collection of all amounts payable in connection
therewith. Notwithstanding anything to the contrary herein, neither the Trustee,
in its individual capacity, nor any of its Affiliates may bid for or purchase
any REO Property or purchase any Trust Defaulted Mortgage Loan. Any sale of a
Trust Defaulted Mortgage Loan (pursuant to a Purchase Option) or an REO Property
shall be without recourse to, or representation or warranty by, the Trustee, the
Depositor, the Special Servicer, the Master Servicer, any Mortgage Loan Seller
or the Trust. None of the Special Servicer, the Master Servicer, the Depositor
or the Trustee 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, 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

                                     -158-
<PAGE>

Proceeds) creating a Prepayment Interest Shortfall, an aggregate amount equal to
the lesser of (i) the amount of the related Prepayment Interest Shortfalls 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 0.02% per annum, (B) investment
income earned by the Master Servicer on the related Principal Prepayments during
the most recently ended Collection Period and (C) 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, the Controlling Class
Representative or, in the case of the Great Mall Loan Pair, the Great Mall
Controlling Party) 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 the Master Servicing Fees payable to the Master Servicer, inclusive of
any portion payable to a third-party primary servicer.

         Except as provided in the preceding paragraph, 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 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, 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 the Great Mall B-Noteholder such notices
regarding defaults and events of default with respect to the Great Mall Loan
Pair as are required from the "Note A Lender" (within the meaning of the Great
Mall Co-Lender Agreement) by Section 11(b) of the Great Mall Co-Lender
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.

         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

                                     -159-
<PAGE>

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 Sections 3.08 and 6.11
(and, in the case of the Great Mall Loan Pair, subject to Section 6.12 and to
the terms of the Great Mall Co-Lender Agreement); 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 (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, 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) (or, if the Great Mall Controlling Party is entitled
to object pursuant to Section 6.12, such time period specified in the Great Mall
Co-Lender Agreement) 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; provided however, that neither the Master Servicer nor the
Special Servicer, as applicable, shall make or permit or consent to, as
applicable, any modification, waiver or amendment of any term of any Mortgage
Loan not otherwise permitted by this Section 3.20 that would constitute a
"significant modification" of such Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b). 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 "contributions" after the
Startup Day under the REMIC Provisions, or (3) adversely affect the status of
any of Grantor Trust Z, Grantor Trust E or Grantor Trust B under the Code.

                                     -160-
<PAGE>

         (c) In addition to the provisions in Section 3.20(d), Section 3.20(e)
and the last two sentences of Section 3.02(a), 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; 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;

provided, that (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 the Great Mall Loan Pair, the Great Mall
B-Noteholder), 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 the Great Mall Loan Pair, the Great Mall
B-Noteholder 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, 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)(or, if the Great Mall Controlling Party is entitled
to object pursuant to Section 6.12, within the time period specified in the
Great Mall Co-Lender Agreement), 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 (as confirmed in writing to the Trustee by each Rating
Agency).

         (e) Notwithstanding anything in this Section 3.20 or in 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 (including the Controlling Class Representative)
or, in the case of the Great Mall Loan Pair, the Great Mall Controlling Party 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 (or, in
the case of the Great Mall Loan Pair, the Great Mall Controlling Party)
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 parcels of
a Mortgaged Property (provided that any such releases (A) are releases as to
which the related Mortgage Loan Documents expressly require the Mortgagee
thereunder to make such releases upon the satisfaction of certain conditions and
that do not require the consent of or provide for the exercise of discretion by
the Mortgagee in such release, and such releases shall be made as required by
the Mortgage Loan Documents, or (B) are related to any pending or threatened
condemnation action); (iv) grants of easements, rights-of-way or other similar
agreements (and related consents to the subordination of the Mortgage Loan
thereto) that do not materially affect the use or value of a Mortgaged Property
or the Mortgagor's ability to make any payments with respect to the related
Mortgage Loan; (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

                                     -162-
<PAGE>

principal balance of less than $10,000,000; 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 any of Grantor Trust Z, Grantor
Trust E or Grantor Trust B, (y) would be consistent with the Servicing Standard,
and (z) shall not violate the terms, provisions or limitations of this Agreement
or any other document contemplated hereby.

         (f) Any payment of interest that is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Mortgage Loan, notwithstanding that the terms of such
modification, waiver or amendment so permit. The foregoing shall in no way limit
the Special Servicer's ability to charge and collect from the Mortgagor costs
otherwise collectible under the terms of the related Mortgage Note and this
Agreement together with interest thereon.

         (g) The Special Servicer or, the Master Servicer may, as a condition to
granting any request by a Mortgagor for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Mortgage Loan and is permitted by the terms of this Agreement, require
that such Mortgagor pay to it (i) as additional servicing compensation, a
reasonable or customary fee for the additional services performed in connection
with such request, provided such fee would not itself be a "significant
modification" pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii)
any related costs and expenses incurred by it. In no event shall the Special
Servicer be entitled to payment for such fees or expenses unless such payment is
collected from the related Mortgagor.

         (h) The Master Servicer and Special Servicer shall notify each other,
the Trustee, the Controlling Class Representative and, in the case of the Great
Mall Loan Pair, the Great Mall B-Noteholder, 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 ten
Business Days) following the execution thereof. Copies of each agreement whereby
any such modification, waiver or amendment of any term of any Mortgage Loan is
effected shall be made available for review upon prior request during normal
business hours at the offices of the 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

                                     -163-
<PAGE>

(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 has a Cut-off Date Principal Balance of less than
$25,000,000 and an outstanding principal balance less than 5% of the then
aggregate Stated Principal Balance of the Mortgage Pool and if either the terms
of the subject Mortgage Loan permit the Master Servicer to impose the foregoing
requirements or the Master Servicer satisfies such requirements on its own, then
confirmation that such defeasance will not result in an Adverse Rating Event is
not required from Moody's. If the subject Mortgage Loan is not one of the 10
largest (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) Mortgage Loans
then in the Trust Fund, and if either the terms of the subject Mortgage Loan
permit the Master Servicer to impose the foregoing requirements or the Master
Servicer satisfies such requirements on its own, then confirmation that such
defeasance will not result in an Adverse Rating Event is not required from
Fitch. However, if the subject Mortgage Loan has a Cut-off Date Principal
Balance greater than or equal to $25,000,000 or an outstanding principal balance
greater than or equal to 5% of the aggregate Stated Principal Balance of the
Mortgage Pool or is one of the 10 largest (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) Mortgage Loans then in the Trust Fund, 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 Great Mall Loan Pair,
the Great Mall B-Noteholder) 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. Subject to the
related Mortgage Loan Documents and applicable law, the Master Servicer shall
not execute a defeasance unless (i) the subject Mortgage Loan requires the
Mortgagor to pay all Rating Agency fees associated with defeasance (if Rating
Agency confirmation of no-downgrade 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 (ii) 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

                                     -164-
<PAGE>

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 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 the Great Mall
Loan Pair, the Great Mall Loan Pair) 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 Great Mall Loan Pair, 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 take the
following action 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)

                                     -165-
<PAGE>

from the Rating Agencies that such action will not result in an Adverse Rating
Event with respect to any Mortgaged Property that secures a Mortgage Loan with
an unpaid principal balance that is at least equal to five percent (5%) of the
then aggregate principal balance of all Mortgage Loans or $20,000,000, the
giving of any consent, approval or direction regarding the termination of the
related property manager or the designation of any replacement property manager
(except that prior written confirmation from Fitch shall not be required unless
the Mortgage Loan (A) is one of the ten largest Mortgage Loans in the Mortgage
Pool or (B) when combined with any other Mortgage Loans made to Mortgagors that
are affiliated to the related Mortgagor, constitutes one of the ten largest
Mortgagor concentrations in the Mortgage Pool based on the then-current
outstanding principal balance of all of the Mortgage Loans).

         (l) Notwithstanding anything in this Section 3.20 to the contrary:

               (i) the limitations, conditions and restrictions set forth in
     this Section 3.20 shall not apply to any act or event (including, without
     limitation, a release of collateral) in respect of any Mortgage Loan that
     is required under the Mortgage Loan Documents or that either occurs
     automatically or results from the exercise of a unilateral option by the
     related Mortgagor within the meaning of Treasury Regulations Section
     1.1001-3(c)(2)(iii), in any event under the terms of such Mortgage Loan in
     effect on the Closing Date (or, in the case of a Qualified Substitute
     Mortgage Loan, on the related date of substitution);

               (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; and

               (iii) neither the Master Servicer nor the Special Servicer shall
     be required to obtain any confirmation of the Certificate ratings from the
     Rating Agencies in order to grant easements, rights-of-way or other similar
     agreements (and related consents to subordinate the Mortgage Loan thereto)
     that do not materially affect the use or value of a Mortgaged Property or
     the Mortgagor's ability to make any payments with respect to the related
     Mortgage Loan.

         (m) Neither the Special Servicer nor the Master Servicer shall have any
liability to the Trust, the Certificateholders, the Great Mall B-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 the Great Mall Loan Pair, the Great Mall B-Noteholder) 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

                                     -166-
<PAGE>

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
the Great Mall Loan Pair, the Great Mall B-Noteholder), and shall return the
related Servicing File and all other information, documents and records that
were not part of the Servicing File when it was delivered to the Special
Servicer within five Business Days of the occurrence, to the Master Servicer (or
such other Person as may be directed by the Master Servicer) and upon giving
such notice, and returning such Servicing File, to the Master Servicer (or such
other Person as may be directed by the Master Servicer), the Special Servicer's
obligation to service such Mortgage Loan, and the Special Servicer's right to
receive the Special Servicing Fee with respect to such Mortgage Loan, shall
terminate, and the obligations of the Master Servicer to service and administer
such Mortgage Loan shall resume.

         (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of documents included within
the definition of "Mortgage File" for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and copies of any
additional related Mortgage Loan information, including correspondence with the
related Mortgagor.

         (c) No later than 60 days 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;

                                     -167-
<PAGE>

               (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 the Mortgage Loans constituting the Great Mall Loan
Pair are both Specially Serviced Mortgage Loans, the Asset Status Report shall
be in respect of the Great Mall Loan Pair.

         If, subject to Section 6.11 of this Agreement, within ten (10) Business
Days of receiving an Asset Status Report which relates to a recommended action
for which the Controlling Class Representative (or in the case of the Great Mall
Loan Pair, the Great Mall B-Noteholder) is entitled to object under Section 6.11
(or in the case of the Great Mall Loan Pair, Section 6.12), the Controlling
Class Representative (or in the case of the Great Mall Loan Pair, the Great Mall
B-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
6.12 of this Agreement, as the case may be, the Controlling Class Representative
(or in the case of the Great Mall Loan Pair, the Great Mall B-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 Great Mall Loan Pair, the Great Mall B-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 (and in
the case of the Great Mall Loan Pair, the Great Mall B-Noteholder), shall fail
to disapprove such revised Asset Status Report in writing within ten (10)
Business Days of receiving such revised Asset Status Report or until the Special
Servicer makes one of the determinations described below. The Special Servicer
may, from time to time, modify any Asset Status Report it has previously
delivered and implement such report, provided such report shall have been
prepared, reviewed and not rejected pursuant to the terms of this Section.
Notwithstanding the foregoing, the Special Servicer (i) may, following the
occurrence of an extraordinary event with respect to the related Mortgaged
Property, take any action set forth in such Asset Status Report (and consistent
with the terms hereof) before the expiration of a ten (10) Business Day period
if the Special Servicer has reasonably determined that failure to take such
action would materially and adversely affect the interests of the
Certificateholders (and, in the case of the Great Mall Loan Pair, the Great Mall
B-Noteholder) and it has made a reasonable effort to contact the Controlling
Class Representative (and, in the case of the Great Mall Loan Pair, the Great
Mall B-Noteholder), 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 the Great Mall Loan Pair, the Great Mall
B-Noteholder) pursuant to the Servicing Standard.

                                     -168-
<PAGE>

         Upon making such determination in clause (ii) of the immediately
preceding paragraph, the Special Servicer shall notify the Trustee of such
rejection and deliver to the Trustee a proposed notice to Certificateholders
which shall include a copy of the Asset Status Report, and the Trustee shall
send such notice to all Certificateholders. If the majority of such
Certificateholders, as determined by Voting Rights, fail, within 5 days of the
Trustee's sending such notice, to reject such Asset Status Report, the Special
Servicer shall implement the same. If the Asset Status Report is rejected by a
majority of the Certificateholders, (other than for a reason which violates the
Servicing Standard, which shall control), the Special Servicer shall revise such
Asset Status Report as described above in this Section 3.21(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. Notwithstanding the foregoing, in the event the
Controlling Class Representative (and in the case of the Great Mall Loan Pair,
the Great Mall B-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 (and in the case of the
Great Mall Loan Pair, the Great Mall B-Noteholder's) receipt of the initial
Asset Status Report, the Special Servicer shall implement the actions described
in the most recent Asset Status Report submitted to the Controlling Class
Representative (and in the case of the Great Mall Loan Pair, the Great Mall
B-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.

         No direction of the Controlling Class Representative (or in the case of
the Great Mall Loan Pair, the Great Mall B-Noteholder) or the majority of the
Certificateholders 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 or the Trustee or the officers and the directors of each party to claim,
suit or liability or (z) expand the scope of the Master Servicer's, the
Trustee'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-Servicing Agreement: (i) is
consistent with this Agreement in all material respects, requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement
and includes events of default with respect to the Sub-Servicer substantially
similar to the Events of Default set forth in Section 7.01(a) hereof (other than
Section 7.01(a)(x) and (xi)) to the extent applicable (modified to apply to the
Sub-Servicer instead of the Master Servicer); (ii) provides that if the Master
Servicer or the Special Servicer, as the case may be, shall for any reason no
longer act in such capacity hereunder (including, without limitation, by reason
of an Event of Default), the Trustee or its designee may thereupon assume all of
the

                                     -169-
<PAGE>

rights and, except to the extent such obligations arose prior to the date of
assumption, obligations of the Master Servicer or the Special Servicer, as the
case may be, under such agreement or (except with respect only to the
Sub-Servicing Agreements in effect as of the date of this Agreement (which
agreements are indicated on Exhibit K 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 the Great Mall Loan Pair, the Great Mall
B-Noteholder, shall each be a third party beneficiary under such agreement, but
that (except to the extent the Trustee or its designee assumes the obligations
of the Master Servicer or the Special Servicer, as the case may be, thereunder
as contemplated by the immediately preceding clause (ii)) none of the Trustee,
the Trust Fund, any successor Master Servicer or Special Servicer, as the case
may be, the Great Mall B-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 hereof; and (vi) does not permit the Sub-Servicer
any direct rights of indemnification that may be satisfied out of assets of the
Trust Fund. In addition, each Sub-Servicing Agreement entered into by the Master
Servicer (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 (and, to
the Great Mall B-Noteholder, a copy of any Sub-Servicing Agreement in respect of
the Great Mall B-Note Loan), 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 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 the Great Mall Loan Pair

                                     -170-
<PAGE>

is involved, the Great Mall B-Noteholder 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, and shall be an
approved conventional seller/servicer of mortgage loans for FHLMC or FNMA or a
HUD-Approved Servicer. In addition, the Master Servicer shall use reasonable
efforts to ensure that any Sub-Servicer of a MERS Mortgage Loan is registered
with MERS if the Master Servicer is not so registered.

         (c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders and, in the case of the Great Mall Loan
Pair, also for the benefit of the Great Mall B-Noteholder, shall (at no expense
to the Trustee, the Certificateholders, the Great Mall B-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
KeyCorp Real Estate Capital Markets, Inc. 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 the Great Mall B-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.

         (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

                                     -171-
<PAGE>

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.

         Notwithstanding the foregoing, 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 the Great
Mall Loan Pair will be subject to the Great Mall Co-Lender 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 the Great Mall
B-Noteholder, as of the Closing Date, that:

               (i) The Master Servicer is a corporation, duly organized, validly
     existing and in good standing under the laws of the State of Ohio, and the
     Master Servicer is in compliance with the laws of each State in which any
     Mortgaged Property is located to the extent necessary to perform its
     obligations under this Agreement, except where the failure to so qualify or
     comply would not have a material adverse effect on the ability of the
     Master Servicer to perform its obligations hereunder.

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

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

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

               (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

                                     -172-
<PAGE>

     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 the Great Mall
B-Noteholder, as of the Closing Date, that:

               (i) The Special Servicer is a limited liability company duly
     organized, validly existing and in good standing under the laws of the
     State of New York, validly existing and the Special Servicer is in
     compliance with the laws of each State in which any Mortgaged Property is
     located to the extent necessary to perform its obligations under this
     Agreement.

               (ii) The execution and delivery of this Agreement by the Special
     Servicer, and the performance and compliance with the terms of this
     Agreement by the Special Servicer, will not violate the Special Servicer's
     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 and the Special Servicer,

                                     -174-
<PAGE>

as of the Closing Date, that each Sub-Servicing Agreement satisfies the
requirements for such Sub-Servicing Agreements set forth in Sections 3.22(a) and
the second paragraph of 3.22(d) in all material respects.

         SECTION 3.25. Designation of Controlling Class Representative.

         (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 with written confirmation of its acceptance of such
appointment, an address and telecopy number for the delivery of notices and
other correspondence and a list of officers or employees of such Person with
whom the parties to this Agreement may deal (including their names, titles, work
addresses and telecopy numbers); provided, that the initial Controlling Class
Representative shall be Clarion Capital, LLC and no further notice shall be
required for such appointment to be effective.

         (b) Within ten (10) Business Days (or as soon thereafter as practicable
if the Controlling Class consists of Book-Entry Certificates) of receiving a
request therefor from the Master Servicer or Special Servicer, the Trustee shall
deliver to the requesting party the identity of the Controlling Class
Representative and a list of each Holder (or, in the case of Book-Entry
Certificates, to the extent actually known to a Responsible Officer of the
Trustee or identified thereto by the Depository or the Depository Participants,
each Certificate Owner) of the Controlling Class, including, in each case, names
and addresses. With respect to such information, the Trustee shall be entitled
to conclusively rely on information provided to it by the Depository, and the
Master Servicer and the Special Servicer shall be entitled to 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 according to their respective
Percentage Interests in such Class, and not by the Trust. Notwithstanding the
foregoing, if a claim is made against the Controlling Class Representative by a
Mortgagor with respect to this Agreement or any particular Mortgage Loan, the
Controlling Class Representative shall immediately notify the Trustee, the
Master Servicer and the Special Servicer, whereupon (if the Special Servicer or
the Trust Fund are also named parties to the same action and, in the sole
judgment of the Special Servicer, (i) the Controlling Class Representative had
acted in good faith, without negligence or willful misfeasance with regard to
the particular matter, and (ii) there is no potential for the Special Servicer
or the Trust Fund to be an adverse party in such action as regards the
Controlling Class Representative) the Special Servicer on behalf of the Trust
Fund shall, subject to Section 6.03, assume the defense of any such claim
against the Controlling Class Representative. This provision shall survive the
termination of this Agreement and the termination or resignation of the
Controlling Class Representative.

         SECTION 3.26. Application of Default Charges.

         (a) Any and all Default Charges that are actually received with respect
to any Mortgage Loan or REO Loan, shall be applied for the following purposes
and in the following order, in each case to the extent of the remaining portion
of such Default Charges:

               first, to pay to the Trustee, the Master Servicer or the Special
     Servicer, in that order, 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 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 (exclusive of Special Servicing Fees, Workout Fees and Principal
     Recovery Fees) 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 (exclusive of Special Servicing Fees, Workout Fees and Principal
     Recovery Fees) 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 any remaining portion of such Default Charges as
     additional master servicing compensation to the Master Servicer, if such
     Default Charges were collected when the loan was a non-Specially Serviced
     Mortgage Loan, and otherwise to pay any remaining portion of such Default
     Charges as additional special servicing compensation to the Special
     Servicer;

provided, however, that any Default Charges that are actually received with
respect to the Great Mall Loan Pair shall be applied for the purposes and in the
order specified in clauses first through seventh, and each reference to a
Mortgage Loan or REO Loan contained in such clauses first through seventh shall
be deemed to refer to the Great Mall Loan Pair.

         (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.
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, except for
Special Servicing Fees, Workout Fees and Principal Recovery Fees, 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, except for Special Servicing Fees, Workout Fees and
Principal Recovery Fees, other Additional Trust Fund Expenses (depending on
which clause is applicable) shall thereafter be deemed to have been paid out of
Default Charges).

                                     -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.



                                     -178-
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                                   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 (viii) 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 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;

               (ii) to make distributions of principal 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 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 (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 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

                                     -179-
<PAGE>

     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
     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 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 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-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
     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 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 (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 the Loan
     Group 2 Principal Distribution Amount for such Distribution Date, over 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 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 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 the Loan Group 1
     Principal Distribution Amount for such Distribution Date, over the
     aggregate distributions of principal made with respect to the Class A-1,
     Class A-2, Class A-3 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-4 and Class A-1A Certificates, in an amount equal
     to, pro rata in accordance with,

                                     -180-
<PAGE>

     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 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;

               (vii) after the Class Principal Balances of the Class A-1, Class
     A-2, Class A-3, Class A-4 and Class A-1A Certificates have 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)).

               (viii) 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;

               (ix) 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;

               (x) 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));

               (xi) 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;

               (xii) 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;

               (xiii) 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

                                     -181-
<PAGE>

     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 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;

               (xv) 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;

               (xvi) 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));

               (xvii) 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;

               (xviii) 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;

               (xix) 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));

               (xx) 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;

               (xxi) 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;

               (xxii) 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

                                     -182-
<PAGE>

     an amount (not to exceed the Class Principal Balance of the Class G
     Certificates outstanding immediately prior to such Distribution Date) equal
     to the entire Principal Distribution Amount for such Distribution Date (net
     of any portion thereof distributed on such Distribution Date to the Holders
     of any other Class of Sequential Pay Certificates pursuant to any prior
     clause of this Section 4.01(a));

               (xxiii) 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;

               (xxiv) 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;

               (xxv) 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));

               (xxvi) 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
     such Class of Certificates and not previously reimbursed;

               (xxvii) 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;

               (xxviii) 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));

               (xxix) 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;

               (xxx) 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

                                     -183-
<PAGE>

     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 J
     Certificates has been reduced to zero, to make distributions of principal
     to the Holders of the Class K Certificates, in an amount (not to exceed the
     Class Principal Balance of the Class K Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Sequential
     Pay Certificates pursuant to any prior clause of this Section 4.01(a));

               (xxxii) 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;

               (xxxiii) 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;

               (xxxiv) 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));

               (xxxv) 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;

               (xxxvi) 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;

               (xxxvii) 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));

                                     -184-
<PAGE>

               (xxxviii) 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;

               (xxxix) 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;

               (xl) 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));

               (xli) 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;

               (xlii) 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;

               (xliii) 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));

               (xliv) 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;

               (xlv) 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;

               (xlvi) 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

                                     -185-
<PAGE>

     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 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;

               (xlviii) to make distributions to the Holders of the Class R-II
     Certificates, in an amount equal to the excess, if any, of (A) the
     aggregate distributions deemed made in respect of the REMIC I Regular
     Interests on such Distribution Date pursuant to Section 4.01(h), over (B)
     the aggregate distributions made in respect of the Regular Certificates on
     such Distribution Date pursuant to clauses (i) through (xlvii) above; and

               (xlix) 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 (xlviii) 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 interest that would be payable
on such Components on such Distribution Date based on the Class XC or Class XP
Strip Rate, as applicable, of such Component multiplied by its Component
Notional Amount, together with any amounts thereof remaining unpaid from
previous Distribution Dates.

         (b) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account any amounts that represent Prepayment Premiums and/or Yield
Maintenance Charges actually collected on the 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 Class has received all distributions of interest and principal to which
it is entitled), and then shall distribute each such Prepayment Premium and/or
Yield Maintenance Charge (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

                                     -186-
<PAGE>

     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 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).

         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 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.

                                     -187-
<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 or the Master Servicer
shall have any responsibility therefor except as otherwise provided by this
Agreement or applicable law. The Trustee and the Depositor shall perform their
respective obligations under a Letter of Representations among the Depositor,
the Trustee and the Initial Depository dated as of the Closing Date.

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

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

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

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

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

                                     -188-
<PAGE>

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 Paying Agent with any IRS Form W-8BEN or
W-ECI upon its receipt thereof. The consent of Certificateholders shall not be
required for such withholding. If the Trustee does withhold any amount from
interest or original issue discount payments or advances thereof to any
Certificateholder pursuant to federal income tax withholding requirements, the
Trustee shall indicate the amount withheld to such Certificateholders.

         (h) All distributions made in respect of any Class of Sequential Pay
Certificates on each Distribution Date pursuant to Section 4.01(a), 4.01(i),
4.01(j) or Section 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; 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 then to REMIC I Regular Interest LA-1-4). 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 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, with respect to Realized Losses and Additional Trust Fund Expenses
allocated to 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 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

                                     -189-
<PAGE>

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 order of alphabetical Class
designation) 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 order of
alphabetical Class designation) 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. 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, and set forth the information, specified 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;

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

                                     -190-
<PAGE>

               (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, and made in
     respect of each Loan Group, in respect of such Distribution Date pursuant
     to Section 4.03(a), including, without limitation, any amounts applied
     pursuant to Section 4.03(a)(ii), and the aggregate amount of unreimbursed
     P&I Advances, and in respect of 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 or
     the Trustee 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, and in respect of
     each Loan Group, as of the close of business on the related Determination
     Date and (c) the aggregate amount of all Nonrecoverable Advances, and in
     respect of 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;

               (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

                                     -191-
<PAGE>

     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;

               (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 and the Trustee during the related Collection Period in
     accordance with Section 4.03(d);

                                     -192-
<PAGE>

               (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 and the Trustee 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), and (xxiv)
above, insofar as the underlying information is solely within the control of the
Special Servicer, the Trustee and the Master Servicer may, absent manifest
error, conclusively rely on the reports to be provided by the Special Servicer.

         The Trustee may conclusively rely on and shall not be responsible
absent manifest error for the content or accuracy of any information provided by
third parties for purposes of preparing the Distribution Date Statement and may
affix thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party hereto).

         On each Distribution Date, the Trustee shall make available via its
Internet Website the information specified in Section 3.15(b) to the Persons
specified therein. Absent manifest error, none of the Master Servicer or the
Special Servicer shall be responsible for the accuracy or completeness of any
information supplied to it by a Mortgagor or third party that is included in any
reports, statements, materials or information prepared or provided by the Master
Servicer or the Special Servicer, as applicable. The Trustee shall not be
responsible absent manifest error for the accuracy or completeness of any
information supplied to it for delivery pursuant to this Section. None of the
Trustee, the Master

                                     -193-
<PAGE>

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 telecopy from the Trustee; provided that the cost of such
overnight courier delivery or telecopy shall be an expense of the party
requesting such information.

         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 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

                                     -194-
<PAGE>

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., New York City time, on such related Distribution Date
make the portion of such P&I Advances that was required to be, but was not, made
by the Master Servicer on such P&I Advance Date, and (ii) the provisions of
Sections 7.01 and 7.02 shall apply.

         (b) The aggregate amount of P&I Advances to be made by the Master
Servicer or the Trustee in respect of any Distribution Date shall, subject to
Section 4.03(c) below, equal the aggregate of all Periodic Payments (other than
Balloon Payments) and any Assumed 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 or the Trustee 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 with respect to
any Trust Required Appraisal Mortgage Loan, then, with respect to the
Distribution Date immediately following the date of such determination and with
respect to each subsequent Distribution Date for so long as such Appraisal
Reduction Amount exists, the Master Servicer or the Trustee will be required in
the event of subsequent delinquencies to advance in respect of such Required
Appraisal Mortgage Loan 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 (x) the
amount of the interest portion of the P&I Advance for that Required Appraisal
Mortgage Loan for the related Distribution Date without regard to this sentence,
and (y) a fraction, expressed as a percentage, the numerator of which is equal
to the Stated Principal Balance of

                                     -195-
<PAGE>

that Required Appraisal Mortgage Loan 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
Required Appraisal Mortgage Loan 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
Great Mall 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 Great Mall Loan Pair that is allocable, in accordance
with the definition of "Appraisal Reduction Amount", to the Great Mall 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 that a prior P&I Advance (or, assuming that it was still outstanding,
any Unliquidated Advance in respect thereof) that it has 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 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. On the fourth
Business Day before each Distribution Date, the Special Servicer shall report to
the Master Servicer and the Trustee the Special Servicer's determination as to
whether each P&I Advance made with respect to any previous Distribution Date or
required to be made with respect to such Distribution Date with respect to any
Trust Specially Serviced Mortgage Loan or Trust REO Loan is a Nonrecoverable P&I
Advance. The Master Servicer and the Trustee shall be entitled to conclusively
rely on, and shall act in accordance with, such determination. The Trustee 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
shall rely on the Master Servicer's determination that the P&I Advance would be
a Nonrecoverable Advance if the Trustee 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 shall make such Advance
within the time periods required by Section 4.03(a) unless the Trustee 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 and the Special
Servicer, in determining whether or not a P&I Advance previously made is, or a
proposed P&I Advance, if made, would be, a Nonrecoverable Advance, shall each be
subject to the standards applicable to the Master Servicer hereunder.

         (d) In connection with the recovery by the Master Servicer or the
Trustee of any P&I Advance out of the Collection Account pursuant to Section
3.05(a), subject to the second following sentence, the Master Servicer shall be
entitled to pay itself or the Trustee, as the case may be, out of any amounts
then on deposit in the Collection Account, interest at the Reimbursement Rate in
effect from

                                     -196-
<PAGE>

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 the Great Mall Loan
Pair or any successor REO Loans with respect thereto, then such interest on such
P&I Advance shall first be payable out of amounts on deposit in the Great Mall
Custodial Account in accordance with Section 3.05(e). Subject to Section
4.03(e), the Master Servicer shall reimburse itself or the Trustee, 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) 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 or the Trustee, 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
the Master Servicer (or the Trustee) 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 the Master Servicer (or the Trustee) 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 (or the Trustee) 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 the Master Servicer (or the Trustee) 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 the
Master Servicer (or the Trustee) 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 (or the Trustee) to
otherwise be reimbursed for such Nonrecoverable Advance (together with interest
thereon). Any such election by the Master Servicer or the Trustee 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).

                                     -197-
<PAGE>

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
Trustee 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, constitute
a violation of the Servicing Standard nor, with respect to the Trustee,
constitute a violation of any fiduciary duty to the Certificateholders. Nothing
herein shall give the Master Servicer or the Trustee 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; Allocation of Appraisal Reduction Amounts.

         (a) On each Distribution Date, following all distributions to be made
on such date pursuant to Section 4.01, the Trustee shall allocate to the
respective Classes of Sequential Pay Certificates as follows the aggregate of
all Realized Losses and Additional Trust Fund Expenses that were incurred at any
time following the Cut-off Date through the end of the related Collection Period
and in any event that were not previously allocated pursuant to this Section
4.04(a) on any prior Distribution Date, but only to the extent that (i) the
aggregate Certificate Principal Balance of the Sequential Pay Certificates as of
such Distribution Date (after taking into account all of the distributions made
on such Distribution Date pursuant to Section 4.01), exceeds (ii) the aggregate
Stated Principal Balance of, 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 and Class
B 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-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 sequential order beginning with the most senior affected Class of
Sequential Pay Certificates, by the amount of any such recoveries that are
included in the Principal Distribution Amount

                                     -198-
<PAGE>

for the current Distribution Date; provided, however, that, in any case, 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. 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. If the
Class Principal Balance of any Class is so increased, the amount of unreimbursed
Realized Losses and/or Additional Trust Fund Expenses of 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 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 of
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

                                     -199-
<PAGE>

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 reduced to zero (for example, with respect
to the Class A-1 Certificates, each such reduction shall be allocated 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 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 and Additional Trust
Fund Expenses to be made pursuant to Section 4.04. The Trustee shall calculate
the Available Distribution Amount for each Distribution Date and shall allocate
such amount among Certificateholders in accordance with this Agreement, and the
Trustee shall have no obligation to recompute, recalculate or verify any
information provided to it by the Special Servicer or Master Servicer. The
calculations by the Trustee of such amounts shall, in the absence of manifest
error, be presumptively deemed to be correct for all purposes hereunder.

         SECTION 4.06. Use of Agents.

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




                                     -200-
<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 (or, in the case of the Class XP
Certificates, $100,000) in the case of the Registered Certificates and not less
than $100,000 in the case of Non-Registered Certificates (other than the
Residual Certificates and the Class Z Certificates), and in each such case in
integral multiples of $1 in excess thereof. The Class R-I and Class R-II
Certificates will be issuable in minimum Percentage Interests of 10%. The Class
Z Certificates shall have no minimum denomination and shall be represented by a
single Definitive Certificate.

         (b) The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by the Certificate Registrar hereunder by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories of the
Certificate Registrar shall be entitled to all benefits under this Agreement,
subject to the following sentence, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

         SECTION 5.02. Registration of Transfer and Exchange of Certificates.

         (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar (located as of the Closing Date at Wells
Fargo Bank, N.A., Wells Fargo Center, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479; Attn: Merrill Lynch Mortgage Investors Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1) 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

                                     -201-
<PAGE>

Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar may appoint, by a written instrument delivered to the
Depositor, the Master Servicer, the Special Servicer and (if the Trustee is not
the Certificate Registrar) the Trustee, any other bank or trust company to act
as Certificate Registrar under such conditions as the predecessor Certificate
Registrar may prescribe, provided that the predecessor Certificate Registrar
shall not be relieved of any of its duties or responsibilities hereunder by
reason of such appointment. If the Trustee resigns or is removed in accordance
with the terms hereof, the successor trustee shall immediately succeed to its
duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer
the Certificate Registrar), the Master Servicer and the Special Servicer shall
have the right to inspect the Certificate Register or to obtain a copy thereof
at all reasonable times, and to rely conclusively upon a certificate of the
Certificate Registrar as to the information set forth in the Certificate
Register.

         Upon written request of any Certificateholder made for purposes of
communicating with other Certificateholders with respect to their rights under
this Agreement, the Certificate Registrar shall promptly furnish such
Certificateholder with a list of the other Certificateholders of record
identified in the Certificate Register at the time of the request.

         (b) No Transfer of any Non-Registered Certificate or interest therein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If a Transfer of any Definitive Non-Registered Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Non-Registered Certificates or a Transfer of
such Certificate by the Depositor, Merrill Lynch, Pierce, Fenner & Smith
Incorporated or any of their respective Affiliates or, in the case of a Global
Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer
thereof to a successor Depository or to the applicable Certificate Owner(s) in
accordance with Section 5.03), then the Certificate Registrar shall refuse to
register such Transfer unless it receives (and, upon receipt, may conclusively
rely upon) either: (i) a certificate from the Certificateholder desiring to
effect such Transfer substantially in the form attached hereto as Exhibit E-1
and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached hereto either as Exhibit E-2A or, except in
the case of the Class R-I, Class R-II or Class Z Certificates, as Exhibit E-2B;
or (ii) an Opinion of Counsel satisfactory to the Trustee to the effect that the
prospective Transferee is a Qualified Institutional Buyer or, except in the case
of the Class R-I, Class R-II or Class Z Certificates, an Institutional
Accredited Investor, and such Transfer may be made without registration under
the Securities Act (which Opinion of Counsel shall not be an expense of the
Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the
REMIC Administrator, the Trustee or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based.

         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

                                     -202-
<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 Underwriters, the Trustee, 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

                                     -203-
<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 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 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
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 are Plans 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 are Plans 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

                                     -204-
<PAGE>

Certificate or interest therein by such Transferee is exempt from the prohibited
transaction provisions of Sections 406 and 407 of ERISA and the excise taxes
imposed on such prohibited transactions by Section 4975 of the Code.

         (d) (i) Each Person who has or who acquires any Ownership Interest in a
     Residual Certificate shall be deemed by the acceptance or acquisition of
     such Ownership Interest to have agreed to be bound by the following
     provisions and to have irrevocably authorized the Trustee under clause
     (ii)(A) below to deliver payments to a Person other than such Person and to
     have irrevocably authorized the Trustee under clause (ii)(B) below to
     negotiate the terms of any mandatory disposition and to execute all
     instruments of Transfer and to do all other things necessary in connection
     with any such disposition. The rights of each Person acquiring any
     Ownership Interest in a Residual Certificate are expressly subject to the
     following provisions:

         (A)   Each Person holding or acquiring any Ownership Interest in a
               Residual Certificate shall be a Permitted Transferee and shall
               promptly notify the REMIC Administrator and the Trustee of any
               change or impending change in its status as a Permitted
               Transferee.

         (B)   In connection with any proposed Transfer of any Ownership
               Interest in a Residual Certificate, the Certificate Registrar
               shall require delivery to it, and shall not register the Transfer
               of any Residual Certificate until its receipt, of an affidavit
               and agreement substantially in the form attached hereto as
               Exhibit G-1 (a "Transfer Affidavit and Agreement"), from the
               proposed Transferee, representing and warranting, among other
               things, that such Transferee is a Permitted Transferee, that it
               is not acquiring its Ownership Interest in the Residual
               Certificate that is the subject of the proposed Transfer as a
               nominee, trustee or agent for any Person that is not a Permitted
               Transferee, that for so long as it retains its Ownership Interest
               in a Residual Certificate, it will endeavor to remain a Permitted
               Transferee and that it has reviewed the provisions of this
               Section 5.02(d) and agrees to be bound by them.

         (C)   Notwithstanding the delivery of a Transfer Affidavit and
               Agreement by a proposed Transferee under clause (B) above, if a
               Responsible Officer of either the Trustee or the Certificate
               Registrar has actual knowledge that 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

                                     -205-
<PAGE>

               actual knowledge that such prospective Transferee is not a
               Permitted Transferee.

         (E)   Each Person holding or acquiring an Ownership Interest in a
               Residual Certificate, by purchasing such Ownership Interest,
               agrees to give the REMIC Administrator and the Trustee written
               notice that it is a "pass-through interest holder" within the
               meaning of temporary Treasury regulations section
               1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
               Interest in a Residual Certificate, if it is, or is holding an
               Ownership Interest in a Residual Certificate on behalf of, a
               "pass-through interest holder".

         (ii) (A) If any purported Transferee shall become a Holder of a
     Residual Certificate in violation of the provisions of this Section
     5.02(d), then the last preceding Holder of such Residual Certificate that
     was in compliance with the provisions of this Section 5.02(d) shall be
     restored, to the extent permitted by law, to all rights as Holder thereof
     retroactive to the date of registration of such Transfer of such Residual
     Certificate. None of the Depositor, the Trustee or the Certificate
     Registrar shall be under any liability to any Person for any registration
     of Transfer of a Residual Certificate that is in fact not permitted by this
     Section 5.02(d) or for making any payments due on such Certificate to the
     Holder thereof or for taking any other action with respect to such Holder
     under the provisions of this Agreement.

         (B) If any purported Transferee shall become a Holder of a Residual
     Certificate in violation of the restrictions in this Section 5.02(d), then,
     to the extent that the retroactive restoration of the rights of the
     preceding Holder of such Residual Certificate as described in clause
     (ii)(A) above shall be invalid, illegal or unenforceable, the Trustee shall
     have the right but not the obligation, to cause the Transfer of such
     Residual Certificate to a Permitted Transferee selected by the Trustee on
     such terms as the Trustee may choose, and the Trustee shall not be liable
     to any Person having an Ownership Interest in such Residual Certificate as
     a result of the Trustee's exercise of such discretion. Such purported
     Transferee shall promptly endorse and deliver such Residual Certificate in
     accordance with the instructions of the Trustee. Such Permitted Transferee
     may be the Trustee itself or any Affiliate of the Trustee.

         (iii) The REMIC Administrator shall make available to the Internal
     Revenue Service and to those Persons specified by the REMIC Provisions all
     information furnished to it by the other parties hereto that is necessary
     to compute any tax imposed (A) as a result of the 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).

                                     -206-
<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.

                                     -207-
<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 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

                                     -208-
<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.

                                     -209-
<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 the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and 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.


                                     -210-
<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 qualification, downgrading or withdrawal of the
ratings then assigned by the Rating Agencies to any Class of Certificates and
(ii) such successor or surviving Person makes the applicable representations and
warranties set forth in Section 3.23.

         SECTION 6.03. Limitation on Liability of 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

                                     -211-
<PAGE>

them against any liability to the Trust Fund, the Trustee, the
Certificateholders or any other Person for the breach of warranties or
representations made herein by such party, or against any expense or liability
specifically required to be borne by such party without right of reimbursement
pursuant to the terms hereof, or against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in the
performance of its obligations or duties hereunder or negligent disregard of
such obligations or duties. The Depositor, the Master Servicer, the Special
Servicer and any director, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer may rely in good faith on any document
of any kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder.

         The Depositor, the Master Servicer, the Special Servicer, and any
Affiliate, director, shareholder, member, partner, manager, officer, employee or
agent of any of the foregoing shall be indemnified and held harmless by the
Trust Fund out of the Collection Account or the Distribution Account, as
applicable in accordance with Section 3.05, against any loss, liability or
expense (including reasonable legal fees and expenses) incurred in connection
with any legal action or claim relating to this Agreement, the Trust 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; (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 the Great Mall
Loan Pair and/or the Great Mall B-Noteholder is involved, such expenses, costs
and liabilities shall be payable out of the Great Mall Custodial Account
pursuant to Section 3.05(e).

         (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 the Great Mall Loan Pair
is involved, such indemnity shall be payable out of the Great Mall Custodial
Account pursuant to Section 3.05 and, if and to the extent not solely
attributable to the Great Mall B-Note Loan (or any successor REO Loan with
respect thereto), shall also be payable out of the Collection Account if amounts
on deposit in the Great Mall Custodial Account are insufficient therefor.

         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).

                                     -212-
<PAGE>

         (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 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,

                                     -213-
<PAGE>

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 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, (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

                                     -214-
<PAGE>

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, 4.06 and 7.01(c),
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.

         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 as are reasonably requested by the Trustee in
order to enable it to perform its duties hereunder.

                                     -215-
<PAGE>

         SECTION 6.07. Depositor, Special Servicer and Trustee to Cooperate with
                       Master Servicer.

         The Depositor, the Special Servicer and the Trustee shall each (to the
extent not already furnished under this Agreement) furnish such reports,
certifications and information as are reasonably requested by the Master
Servicer in order to enable it to perform its duties hereunder.

         SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate with
                       Special Servicer.

         The Depositor, the Master Servicer, and the Trustee shall each (to the
extent not already furnished under this Agreement) furnish such reports,
certifications and information as are reasonably requested by the Special
Servicer in order to enable it to perform its duties hereunder.

         SECTION 6.09. Designation of Special Servicer by the Controlling Class.

         The Holder or Holders (or, in the case of Book-Entry Certificates, the
Certificate Owner or Certificate Owners) of the Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class 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, the Great Mall B-Noteholder 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 the qualification, downgrading or
withdrawal of the rating or ratings assigned to one or more Classes of the
Certificates. The appointment of such designated Person as Special Servicer
shall also be subject to receipt by the Trustee of (1) an Acknowledgment of
Proposed Special Servicer in the form attached hereto as Exhibit 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

                                     -216-
<PAGE>

simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided, however, that the resigning Special Servicer shall continue
to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the effective date of such resignation, and it shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
resignation. Such resigning Special Servicer shall cooperate with the Trustee
and the replacement Special Servicer in effecting the termination of the
resigning Special Servicer's responsibilities and rights hereunder, including,
without limitation, the transfer within two Business Days to the replacement
Special Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Special Servicer to the 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.

         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 thirty (30) days, such action shall be deemed to comply with, but not
modify, the Servicing Standard. The Trustee shall be entitled to reimbursement
from the Master Servicer or the Special Servicer, as applicable, for the
reasonable expenses of the Trustee incurred pursuant to this paragraph. It is
not the intent of the foregoing provision that the Master Servicer or the
Special Servicer be permitted to invoke the procedure set forth herein with
respect to routine servicing matters arising hereunder, but rather in the case
of unusual circumstances.

                                     -217-
<PAGE>

         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 Great Mall 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) any of the
following actions with respect to the Trust Mortgage Loans and any REO
Properties (exclusive of the Great Mall Trust Mortgage Loan or any related REO
Property) as to which the Controlling Class Representative has objected in
writing within ten 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 ten Business Day period, then the Controlling Class Representative's
approval will be deemed to have been given):

               (i) any foreclosure upon or comparable conversion (which may
     include acquisitions of an REO Property) of the ownership of properties
     securing such of the Trust Specially Serviced Mortgage Loans as 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 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 (B) upon satisfaction 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

                                     -218-
<PAGE>

     conditioned upon obtaining the consent of the lender, in which case only
     notice to the Controlling Class Representative will be required);

               (ix) any termination or replacement, or consent to the
     termination or replacement, of a property manager with respect to any
     Mortgaged Property or any termination or change, or consent to the
     termination or change, of the franchise for any Mortgaged Property operated
     as a hospitality property (other than where the action is not conditioned
     upon obtaining the consent of the lender, in which case only prior notice
     to the Controlling Class Representative will be required);

               (x) any determination that an insurance-related default in
     respect of a Trust Mortgage Loan is an Acceptable Insurance Default or that
     earthquake or terrorism insurance is not available at commercially
     reasonable rates; and

               (xi) any waiver of insurance required under the related Mortgage
     Loan Documents for a Trust Mortgage Loan (except as contemplated in clause
     (x) above);

provided that, with respect to any Trust Mortgage Loan (other than a Trust
Specially Serviced Mortgage Loan), the ten Business Days within which the
Controlling Class Representative must object to any such action shall not exceed
by more than five Business Days the ten 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 Great Mall 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 Special Servicer to violate any
applicable law, the terms of any Trust Mortgage Loan, any provision of this
Agreement, including without limitation 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 have adverse
tax consequences for the Trust Fund, (iii) expose the Depositor, the Master
Servicer, the Special Servicer, the Trust Fund, the Trustee or any of their
respective Affiliates, directors, officers, employees or agents, to any material
claim, suit or liability, (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 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

                                     -219-
<PAGE>

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 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 Great Mall Loan Pair.

         (a) If and for so long as the Great Mall Trust Mortgage Loan is
included in the Trust Fund, the Master Servicer (or, if the Mortgage Loans
forming the Great Mall Loan Pair are Specially Serviced Mortgage Loans, then the
Special Servicer) shall: (i) service and administer the Great Mall Loan Pair in
a manner consistent with the Great Mall Co-Lender Agreement, (ii) satisfy all of
the obligations required to be performed by the "Servicer", "Master Servicer"
and "Special Servicer", as applicable, within the meaning of the Co-Lender
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 Lender" under the Great Mall Co-Lender
Agreement.

         (b) The Master Servicer and the Special Servicer each hereby agree
that, prior to taking any of the Great Mall Consultation Actions or the Great
Mall 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 Great Mall Controlling Party,
in each case subject to, and to the extent required by, Section 21 of the Great
Mall Co-Lender Agreement.

         (c) The parties hereto acknowledge that the Great Mall B-Noteholder
(for so long as the Great Mall B-Noteholder is the Great Mall Controlling
Party), in its capacity as Great Mall Controlling Party, 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 Great Mall Co-Lender 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 the
Great Mall Controlling Party (for so long as the Great Mall B-Noteholder is the
Great Mall Controlling Party) (i) may take or refrain from taking actions that
favor its interests or the interests of its affiliates over the
Certificateholders, (ii) may take or refrain from taking actions that favor its
interests or the interests of


                                     -220-
<PAGE>

its affiliates over the Certificateholders, (iii) 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 the Great Mall
Controlling Party or any of its officers, directors, employees, principals or
agents as a result of such special relationships or conflicts, (iv) 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, and (v) shall not be liable by
reason of its having acted or refrained from acting solely in the interests of
the Great Mall Controlling Party or its affiliates.

         (d) The parties hereto, the Controlling Class Representative, by its
acceptance of its rights and obligations set forth herein, and each
Certificateholder, by its acceptance of a Certificate, hereby acknowledge the
right of the Great Mall B-Noteholder, upon the occurrence of a Great Mall
Triggering Event of Default under the Great Mall Co-Lender Agreement, to
repurchase the Great Mall Trust Mortgage Loan from the Trust, subject to the
terms, conditions and limitations set forth in, and at the price specified in,
Section 11(a) of the Great Mall Co-Lender Agreement.

         (e) 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 Great Mall B-Noteholder to cure certain events of default by
the Mortgagor with respect to the Great Mall Loan Pair 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 11(b)
of the Great Mall Co-Lender 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 11(b) of the Great Mall Co-Lender
Agreement, not to treat any such default by the subject Mortgagor that is so
cured by the Great Mall B-Noteholder as a default or Great Mall Triggering Event
of Default for the purposes specified in Section 11(b) of the Great Mall
Co-Lender Agreement.

         (f) In connection with any purchase of the Great Mall Trust Mortgage
Loan, pursuant to or as contemplated by Section 6.12(d), then the Master
Servicer or the Special Servicer shall (i) if it receives the "Defaulted
Mortgage Loan Purchase Price" (as defined in the Great Mall Co-Lender 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 Great Mall 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 transfer
as shall be provided to it and are reasonably necessary to vest ownership of the
Great Mall Trust Mortgage Loan in the appropriate transferee, without recourse,
representations or warranties.

         (g) The Master Servicer is obligated to provide the Great Mall
B-Noteholder the reports provided for in Section 3.12(j). To the extent not
otherwise expressly provided for herein, the Special Servicer shall provide to
the Great Mall B-Noteholder or its designee, with respect to the Great Mall
B-Note Loan or any Great Mall 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 Great Mall Trust Mortgage
Loan or any Great Mall REO Property, and on a concurrent basis. The Trustee and
the Special Servicer shall each provide to the

                                     -221-
<PAGE>

Great Mall B-Noteholder or its designee, with respect to its Great Mall B-Note
Loan or any Great Mall 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 Great Mall Trust Mortgage Loan or any Great Mall 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 Great Mall B-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 Great Mall B-Note Loan or
any Great Mall 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 Great Mall B-Noteholder or
its designee any particular report, document or other information pursuant to
this Section 6.12(g) 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 such Great Mall B-Noteholder within the same time period
contemplated by this Section 6.12(g) pursuant to any other section of this
Agreement. Except as provided above, with respect to requests for documents and
information in its possession, the Master Servicer shall not be required to
deliver any other reports, documents or information to the Great Mall
B-Noteholder other than as set forth in Section 3.12(j).

         (h) If and for so long as (but only if and for so long as) a Great Mall
Control Appraisal Event has occurred and is continuing, and the Trust, as holder
of the Great Mall Trust Mortgage Loan (or any successor Trust REO Loan with
respect thereto), is the Great Mall Controlling Party within the meaning of the
Great Mall Co-Lender Agreement, the Controlling Class Representative (i) is
hereby designated as the representative of the Trust for purposes of exercising
the rights and powers of the Great Mall Controlling Party under the Great Mall
Co-Lender Agreement and (ii) shall be the Great Mall Controlling Party
hereunder. The Trustee shall take such actions as are necessary or appropriate
to make such designation effective in accordance with Section 21(a) of the Great
Mall Co-Lender Agreement. The Master Servicer shall provide the parties to this
Agreement with notice of the occurrence of a Great Mall Control Appraisal Event
and/or a Great Mall Threshold Cure Event, in either case promptly upon becoming
aware of thereof. Until such time as the Controlling Class Representative shall
be the Great Mall Controlling Party pursuant to the second preceding sentence,
any and all expenses of the Great Mall Controlling Party shall be borne by the
Great Mall B-Noteholder and not by the Trust, and for so long as the Controlling
Class Representative shall be the Great Mall Controlling Party pursuant to the
second preceding sentence, any and all expenses of the Controlling Class
Representative as Great Mall 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.

         (i) Each of the rights of the Great Mall B-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 Great Mall B Noteholder of such
designation (upon which such party may conclusively rely) and the contact
details of the designee.

         (j) If the Great Mall B-Noteholder purchases the Great Mall Trust
Mortgage Loan pursuant to Section 6.12(d), or if any Person purchases the Great
Mall Loan as a Trust Defaulted Mortgage Loan pursuant to Section 3.18, then the
Person effecting the purchase must also pay and/or reimburse to the Master
Servicer, the Special Servicer, the Trustee and the Depositor the respective
amounts then currently due and owing to them hereunder with respect to the Great
Mall B-Note Loan

                                     -222-
<PAGE>

and that, pursuant to the Great Mall Co-Lender Agreement, would otherwise have
been payable out of future collections on the Great Mall B-Note Loan.
Notwithstanding anything herein to the contrary, any such purchase shall be
subject to such reimbursements.

         (k) If there are any conflicts between this Section 6.12 and any of the
Mortgage Loan Documents relating to the Great Mall Loan Pair or between this
Section 6.12 and the Great Mall Co-Lender Agreement, then such Mortgage Loan
Documents or the Great Mall Co-Lender Agreement shall control. The parties
hereto recognize and acknowledge the respective rights of the Great Mall
B-Noteholder under the Great Mall Co-Lender Agreement.


                                     -223-
<PAGE>

                                  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 the Great Mall Custodial Account any amount required
     to be so deposited or remitted by it under this Agreement, which failure
     continues unremedied for two Business Days following the date on which the
     deposit or remittance 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; 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 Distribution 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), by the Great Mall B-Noteholder (if affected thereby) or by the
     Holders of Certificates entitled to at least 25% of the Voting Rights,
     provided, however, that with respect to any such failure which is not
     curable within such 30-day period, the Master Servicer or the Special
     Servicer, as the case may be, shall have an additional cure period of
     thirty (30) days 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

                                     -224-
<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), by the Great Mall B-Noteholder (if
     affected thereby) 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 thirty (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, with respect to any such decree or
     order that cannot be discharged, dismissed or stayed within such 60-day
     period, 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
     and has diligently pursued, and is continuing to pursue, such discharge,
     dismissal or stay; 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 (2) placed one or more
     Classes of the Certificates 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

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               (xi) 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 60 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 (and in the event of disagreement among such parties, the Holders
of the Certificates entitled to at least 25% of the Voting Rights shall
control), 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 the Great Mall B-Note Loan, other
than its rights, if any, as a Certificateholder hereunder; provided, however,
that the Master Servicer and the Special Servicer each shall, if terminated
pursuant to this Section 7.01(b), continue to be entitled to receive all amounts
accrued or owing to it under this Agreement on or prior to the date of such
termination, whether in respect of Advances or otherwise, and it (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 the Great Mall B-Noteholder
(except that a Sub-Servicer may be appointed in accordance with Section
7.01(c)); 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 the Great Mall B-Noteholder. From and after the receipt by the
Defaulting Party of such written notice of termination, all authority and power
of the Defaulting Party under this Agreement, whether with respect to the
Certificates (other than as a holder of any Certificate) or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section, and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of and at the expense of the
Defaulting Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer and the Special Servicer
each agree that, if it is terminated pursuant to this Section 7.01(b), it shall
promptly (and in any event no later than 20 Business Days subsequent to its
receipt of the notice of termination) provide the Trustee with all documents and
records, including those in electronic form, requested thereby to enable the
Trustee or a successor Master Servicer or Special Servicer to assume the Master
Servicer's or Special Servicer's, as the case may be, functions hereunder, and
shall cooperate with the Trustee in effecting the termination of the Master
Servicer's or Special Servicer's, as the case may be, responsibilities and
rights hereunder, including, without limitation, (i) the transfer within 5
Business Days to the Trustee or a successor Master Servicer for administration
by it of all cash amounts that shall at the time be or should have been credited
by the Master Servicer to the Collection Account, the Great Mall 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

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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, the Great Mall 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) Notwithstanding Section 7.01(b) and Section 7.04, if any Event of
Default on the part of the Master Servicer occurs that affects the Great Mall
B-Noteholder and the Master Servicer is not otherwise terminated in accordance
with Section 7.01(b), then the Master Servicer may not be terminated by the
Trustee or by or at the direction of the Great Mall B-Noteholder; provided,
however, at the request of the Great Mall B-Noteholder, the Trustee shall
require the Master Servicer to appoint, within 30 days of the Trustee's request,
a Sub-Servicer (or, if the Great Mall Loan Pair is currently being sub-serviced,
to replace, within 30 days of the Trustee's request, the then-current
Sub-Servicer with a new Sub-Servicer) with respect to the Great Mall Loan Pair
which Sub-Servicer shall be reasonably acceptable to the Great Mall
B-Noteholder. In connection with the Master Servicer's appointment of a
Sub-Servicer at the request of the Trustee in accordance with this Section
7.01(c), the Master Servicer shall obtain written confirmation from each Rating
Agency that such appointment will not result in an Adverse Rating Event (such
Rating Agency confirmation to be an expense of the Great Mall B-Noteholder). The
related Sub-Servicing Agreement shall provide that any Sub-Servicer appointed by
the Master Servicer at the request of the Trustee in accordance with this
Section 7.01(c) shall be responsible for all duties, and shall be entitled to
all compensation, of the Master Servicer under this Agreement with respect to
the Great Mall Loan Pair, except that the Master Servicer shall be entitled to
retain the portion of the related Master Servicing Fee that constitutes the
Excess Servicing Strip (subject to reduction thereof in accordance with Section
3.11(a)). Such Sub-Servicing Agreement shall also provide that such Sub-Servicer
shall agree to become the master servicer of the Great Mall Loan Pair under the
Great Mall Co-Lender Agreement in the event that the Great Mall Loan Pair is no
longer to be serviced and administered hereunder. If any Sub-Servicer appointed
by the Master Servicer at the request of the Trustee in accordance with this
Section 7.01(c) shall at any time resign or be terminated, the Master Servicer
shall be required to promptly appoint a substitute Sub-Servicer, which
Sub-Servicer shall be reasonably acceptable to the Great Mall B-Noteholder and
which appointment shall not result in an Adverse Rating Event (as evidenced in
writing by each Rating Agency). In the event that a successor Master Servicer is
acting hereunder and that successor Master Servicer desires to terminate the
Sub-Servicer appointed under this Section 7.01(c), the terminated Master
Servicer that was responsible for the Event of Default that led to the
appointment of such Sub-Servicer shall be responsible for all costs incurred in
connection with such termination, including the payment of any termination fee.

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         Further notwithstanding Section 7.01(b) and Section 7.04, if any Event
of Default on the part of the Special Servicer occurs that affects the Great
Mall B-Noteholder, and the Special Servicer is not otherwise terminated in
accordance with Section 7.01(b), then the Great Mall B-Noteholder may require
the Trustee to terminate the duties and obligations of the Special Servicer with
respect to the Great Mall Loan Pair only, but as to no other Mortgage Loan; and,
in such event, the Controlling Class Representative shall appoint in accordance
with Section 6.09 (or, in the event of the failure of the Controlling Class
Representative to so appoint, the Trustee shall appoint in accordance with
Section 7.02), within 30 days of the Great Mall B-Noteholder's request, a
replacement special servicer with respect to the Great Mall Loan Pair which
special servicer shall be reasonably acceptable to the Great Mall B-Noteholder.
In connection with the appointment of a replacement special servicer with
respect to the Great Mall Loan Pair at the request of the Great Mall
B-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 (such Rating Agency confirmation to be an
expense of the Great Mall B-Noteholder). Any replacement special servicer
appointed at the request of the Great Mall B-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 Great Mall Loan Pair. Any replacement special servicer appointed at the
request of the Great Mall B-Noteholder in accordance with this Section 7.01(c)
hereby agrees to become the special servicer under the Great Mall Co-Lender
Agreement in the event that the Great Mall Loan Pair is no longer to be serviced
and administered hereunder. If any replacement special servicer appointed at the
request of the Great Mall B-Noteholder in accordance with this Section 7.01(c)
shall at any time resign or be terminated, then the Controlling Class
Representative in accordance with Section 6.09 (or the Trustee in accordance
with Section 7.02, if the Controlling Class Representative fails to do so) shall
be required to promptly appoint a substitute replacement special servicer, which
special servicer shall be reasonably acceptable to the Great Mall B-Noteholder
and which appointment shall not result in an Adverse Rating Event (as evidenced
in writing by each Rating Agency) with respect to any Class of rated
Certificates.

         If a replacement special servicer is appointed with respect to the
Great Mall Loan Pair at the request of the Great Mall B-Noteholder in accordance
with this Section 7.01(c) (any such replacement special servicer, the "Great
Mall Special Servicer"), such 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 Great Mall Special Servicer, insofar as such
duties and obligations relate to the Great Mall Loan Pair, 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 Great Mall 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 Great Mall Special Servicer, insofar as such information, funds,
documents, instruments and/or other items relate to the Great Mall Loan Pair,
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 Great Mall Special Servicer, if such Trust Defaulted Mortgage
Loan is part of the Great Mall Loan Pair, 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

                                     -228-
<PAGE>

indemnities hereunder, the term "Special Servicer" shall mean both the Great
Mall 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 Great Mall 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 Great Mall Loan
Pair if a Great Mall 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 Great Mall B-Noteholder under this Section
7.01(c).

         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 at least 51% of the Voting Rights so request in writing
to the Trustee, promptly appoint, subject to the approval of each of the Rating
Agencies (as evidenced by written confirmation therefrom to the effect that the
appointment of such institution would not cause the qualification, downgrading
or withdrawal of the then current rating on any Class of Certificates), or
petition a court of competent jurisdiction to appoint, any established mortgage
loan servicing institution that meets the requirements of Section 6.02
(including, without limitation, rating agency confirmation), which institution
shall, in the case of an appointment by the Trustee, be reasonably acceptable to
the

                                     -229-
<PAGE>

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 the qualification, downgrading or withdrawal of the
then current rating on any Class of Certificates), as the successor to the
Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder
(including, without limitation, the obligation to make P&I Advances), which
appointment will become effective immediately. In connection with any such
appointment and assumption described herein, the Trustee may (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 the Great Mall Co-Lender Agreement limiting the use of funds
received in respect of the Great Mall Loan Pair to matters related to the Great
Mall Loan Pair; 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 the Great Mall
B-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, the Great Mall B-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.

         The Holders representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided, however, that an Event of
Default under clauses (i), (ii), (iii), (x), or (xi) of Section 7.01(a) may be
waived only by all of the Certificateholders of the affected Classes. Upon any
such waiver of an Event of Default, such Event of Default shall cease to exist
and shall be deemed to have been remedied for

                                     -230-
<PAGE>

every purpose hereunder (except as otherwise provided in Section 7.01(c)). No
such waiver shall extend to any subsequent or other Event of Default or impair
any right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
Voting Rights with respect to the matters described above.

         SECTION 7.05. Additional Remedies of Trustee Upon Event of Default.

         During the continuance of any Event of Default, so long as such Event
of Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right, in its own name and as trustee
of an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). No remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy, and no delay or omission to exercise any right or remedy shall
impair any such right or remedy or shall be deemed to be a waiver of any Event
of Default. Under no circumstances shall the rights provided to the Trustee
under this Section 7.05 be construed as a duty or obligation of the Trustee.



                                     -231-
<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 which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement to the
extent specifically set forth herein. If any such instrument is found not to
conform to the requirements of this Agreement in a material manner, the Trustee
shall take such action as it deems appropriate to have the instrument corrected.
The Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor or the Master Servicer or the Special
Servicer, and accepted by the Trustee, in good faith, pursuant to this
Agreement.

         (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

               (i) Prior to the occurrence of an Event of Default, and after the
     curing of all such Events of Default which may have occurred, the duties
     and obligations of the Trustee shall be determined solely by the express
     provisions of this Agreement, the Trustee shall not be liable except for
     the performance of such duties and obligations as 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

                                     -232-
<PAGE>

     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,

                                     -233-
<PAGE>

     request, consent, order, approval, bond or other paper or document, unless
     requested in writing to do so by Holders of Certificates entitled to at
     least 25% of the Voting Rights; provided, however, that if the payment
     within a reasonable time to the Trustee of the costs, expenses or
     liabilities likely to be incurred by it in the making of such investigation
     is, in the opinion of the Trustee, not reasonably assured to the Trustee by
     the security afforded to it by the terms of this Agreement, the Trustee,
     may require reasonable indemnity against such expense or liability as a
     condition to taking any such action;

               (vi) the Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents or attorneys; provided, however, that the Trustee, shall remain
     responsible for all acts and omissions of such agents or attorneys within
     the scope of their employment to the same extent as it is responsible for
     its own actions and omissions hereunder;

               (vii) the Trustee shall not be responsible for any act or
     omission of the Master Servicer 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 Not Liable for Validity or Sufficiency of
                       Certificates or Mortgage Loans.

         The recitals contained herein and in the Certificates, other than the
statements attributed to the Trustee in Article II and Section 8.15 and the
signature of the Certificate Registrar and the Authenticating Agent set forth on
each outstanding Certificate, shall be taken as the statements of the Depositor
or the Master Servicer or the Special Servicer, as the case may be, and the
Trustee assumes no

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responsibility for their correctness. Except as set forth in Section 8.15, the
Trustee makes no representations as to the validity or sufficiency of this
Agreement or of any Certificate (other than as to the signature of the Trustee
set forth thereon) or of any Mortgage Loan or related document or of MERS or the
MERS(R) System. The Trustee 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 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 May Own Certificates.

         The Trustee or any agent of the Trustee, 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. 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 the Great Mall Loan Pair and/or any related REO Property is affected, by
the Trust Fund and/or the Great Mall B-Noteholder out of the Great Mall
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 reimbursment of
which is separately

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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 "AA" by Fitch (determined without regard to
pluses or minuses) and "Aa3" by Moody's or such other rating that shall not
result in the qualification, downgrading or withdrawal of the rating or ratings
assigned to one or more Classes of the Certificates by any Rating Agency as
confirmed in writing. In case at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07;
provided, that if the Trustee shall cease to be so eligible because its combined
capital and surplus is no longer at least $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 and to the Great Mall
B-Noteholder. 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, the Certificateholders and the Great Mall B-Noteholder. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of

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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 the
qualification, downgrading or withdrawal of the then current rating on any Class
of Certificates) by written instrument, in duplicate, which instrument shall be
delivered to the Trustee so removed and to the successor trustee. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer and
the Certificateholders by the Depositor.

         (c) The Holders of Certificates entitled to at least 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, the remaining Certificateholders and the Great Mall B-Noteholder 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

                                     -237-
<PAGE>

further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with the like
effect as if originally named as trustee herein. The predecessor trustee shall
deliver to the successor trustee all Mortgage Files and related documents and
statements held by it hereunder (other than any Mortgage Files at the time held
on its behalf by a third-party Custodian, which Custodian shall become the agent
of the successor trustee), and the Depositor, the Master Servicer, the Special
Servicer and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required to more fully and
certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.

         (b) No successor trustee shall accept appointment as provided in this
Section 8.08, unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06 and the Rating Agencies have
provided confirmation pursuant to such Section.

         (c) Upon acceptance of appointment by a successor trustee as provided
in this Section 8.08, such successor trustee shall mail notice of the succession
of such trustee hereunder to the Depositor, the Certificateholders and the Great
Mall B-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

                                     -238-
<PAGE>

conferred or imposed upon and exercised or performed by the Trustee and such
separate trustee or co-trustee jointly, except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Master Servicer or the
Special Servicer hereunder), the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.

         (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

         (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall cease to exist, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

         (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

         SECTION 8.11. Appointment of Custodians.

         The Trustee may appoint at the Trustee's expense one or more Custodians
to hold all or a portion of the Mortgage Files as agent for the Trustee. Each
Custodian shall be a depository institution supervised and regulated by a
federal or state banking authority, shall have combined capital and surplus of
at least $10,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File and shall not be the Depositor, any Mortgage
Loan Seller or any Affiliate of the Depositor or any Mortgage Loan Seller.
Neither the Master Servicer nor the Special Servicer shall have any duty to
verify that any such Custodian is qualified to act as such in accordance with
the preceding sentence. Any such appointment of a third party Custodian and the
acceptance thereof shall be pursuant to a written agreement, which written
agreement shall (i) be consistent with this Agreement in all material respects
and requires the Custodian to comply with this Agreement in all material
respects and requires the Custodian to comply with all of the applicable
conditions of this Agreement; (ii) provide that if the Trustee shall for any
reason no longer act in the capacity of Trustee hereunder (including, without
limitation, by reason of an Event of Default), the successor trustee or its
designee may thereupon assume all of the rights and, except to the extent such
obligations arose prior to the date of assumption, obligations of the Custodian
under such agreement or alternatively, may terminate such 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

                                     -239-
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appointment of one or more Custodians shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible and liable
for all acts and omissions of any Custodian. The initial Custodian shall be the
Trustee. Notwithstanding anything herein to the contrary, if the Trustee is no
longer the Custodian, any provision or requirement herein requiring notice or
any information or documentation to be provided to the Custodian shall be
construed to require that such notice, information or documents also be provided
to the Trustee. Any Custodian hereunder (other than the Trustee) shall at all
times maintain a fidelity bond and errors and omissions policy in amounts
customary for custodians performing duties similar to those set forth in this
Agreement.

         SECTION 8.12. Appointment of Authenticating Agents.

         (a) The Trustee may at the Trustee's expense appoint one or more
Authenticating Agents, which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, in accordance with the
obligations and responsibilities herein. Each Authenticating Agent must be
organized and doing business under the laws of the United States of America or
of any State, authorized under such laws to do a trust business, have a combined
capital and surplus of at least $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,

                                     -240-
<PAGE>

the Certificate Registrar and the Depositor and shall mail notice of such
appointment to all Holders of Certificates; provided, however, that no successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 8.12. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. No Authenticating Agent shall have
responsibility or liability for any action taken by it as such at the direction
of the Trustee.

         SECTION 8.13. Access to Certain Information.

         The Trustee shall afford to the Master Servicer, the Special Servicer,
each Rating Agency and the Depositor, any Certificateholder and to the OTS, the
FDIC and any other banking or insurance regulatory authority that may exercise
authority over any Certificateholder, access to any documentation regarding the
Mortgage Loans within its control that may be required to be provided by this
Agreement or by applicable law. Such access shall be afforded without charge but
only upon reasonable prior written request and during normal business hours at
the offices of the Trustee designated by it. Upon request and with the consent
of the Depositor and at the cost of the requesting Party, the Trustee shall
provide copies of such documentation to the Depositor, any Certificateholder and
to the OTS, the FDIC and any other bank or insurance regulatory authority that
may exercise authority over any Certificateholder.

         SECTION 8.14. Appointment of REMIC Administrators.

         (a) The Trustee may appoint at the Trustee's expense, one or more REMIC
Administrators, which shall be authorized to act on behalf of the Trustee in
performing the functions set forth in Sections 3.17, 10.01 and 10.02 herein. The
Trustee shall cause any such REMIC Administrator to execute and deliver to the
Trustee an instrument in which such REMIC Administrator shall agree to act in
such capacity, with the obligations and responsibilities herein. 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 Wells Fargo Bank,
N.A. 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

                                     -241-
<PAGE>

Administrator by giving written notice of termination to such REMIC
Administrator, the Master Servicer, the Certificate Registrar and the Depositor.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time any REMIC Administrator shall cease to be eligible in accordance with
the provisions of this Section 8.14, the Trustee may appoint a successor REMIC
Administrator, in which case the Trustee shall give written notice of such
appointment to the Master Servicer and the Depositor and shall mail notice of
such appointment to all Holders of Certificates; provided, however, that no
successor REMIC Administrator shall be appointed unless eligible under the
provisions of this Section 8.14. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as REMIC Administrator. No REMIC Administrator
shall have responsibility or liability for any action taken by it as such at the
direction of the Trustee.

         SECTION 8.15. Representations, Warranties and Covenants of Trustee.

         The Trustee hereby represents and warrants to the Master Servicer, the
Special Servicer and the Depositor and for the benefit of the
Certificateholders, as of the Closing Date, that:

         (a) The Trustee is a national banking association duly organized,
validly existing and in good standing under the laws of the United States.

         (b) The execution and delivery of this Agreement by the Trustee, and
the performance and compliance with the terms of this Agreement by the Trustee,
will not violate the Trustee's organizational documents or constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in a material breach of, any material agreement or
other material instrument to which it is a party or by which it is bound.

         (c) Except to the extent that the laws of certain jurisdictions in
which any part of the Trust Fund may be located require that a co-trustee or
separate trustee be appointed to act with respect to such property as
contemplated by Section 8.10, the Trustee has the full power and authority to
carry on its business as now being conducted and to enter into and consummate
all transactions contemplated by this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has duly executed and
delivered this Agreement.

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

         (e) The Trustee is not in violation of, and its execution and delivery
of this Agreement and its performance and compliance with the terms of this
Agreement will not constitute a 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

                                     -242-
<PAGE>

faith reasonable judgment, is likely to affect materially and adversely the
ability of the Trustee to perform its obligations under this Agreement.

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

         (g) Any consent, approval, authorization or order of any court or
governmental agency or body required for the execution, delivery and performance
by the Trustee of or compliance by the Trustee with this Agreement or the
consummation of the transactions contemplated by this Agreement has been
obtained and is effective.

         SECTION 8.16. Reports to the Securities and Exchange Commission.

         (a) With respect to the Trust's fiscal year 2004 (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 monthly, with respect to the Trust, a Current Report on Form
     8-K, 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;

               (ii) during such fiscal year, (A) monitor for and promptly notify
     the Depositor of the occurrence or existence of any of the matters
     identified in Section 11.11(a) and/or Section 8.16(c) (in each case to the
     extent that a Responsible Officer of the Trustee has actual knowledge
     thereof), (B) cooperate with the Depositor in obtaining all necessary
     information in order to enable the Depositor to prepare a Current Report on
     Form 8-K reporting any such matter in accordance with the Exchange Act, the
     rules and regulations promulgated thereunder and applicable "no-action
     letters" issued by the Securities and Exchange Commission, and (C) execute
     on behalf of the Trust and promptly file with the Securities and Exchange
     Commission any such Current Report on Form 8-K prepared by or on behalf of
     the Depositor and delivered to the Trustee;

               (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 Current Report on Form 8-K previously filed with the Securities and
     Exchange Commission with respect to the Trust; and

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               (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, an Annual Report on Form 10-K, 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 Current Report on Form 8-K 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.

         (b) All Annual Reports on Form 10-K with respect to the Trust shall
include a Sarbanes-Oxley Certification, in so far as it is required to be part
of any particular Annual Report on Form 10-K. 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 Annual Report on
Form 10-K 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), Exhibit A to Exhibit P-1 hereto (with respect to the
Special Servicer's certification to the Master

                                     -244-
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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. 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 Trust's (or, in the case of the Great Mall Loan Pair, the
Trust's and the Great Mall B-Noteholder's) position 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 Trust's (or, in the case of the Great Mall Loan Pair, the
Trust's and the Great Mall B-Noteholder's) interests 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 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 2004 (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;

                                     -245-
<PAGE>

               (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; and

               (vii) any 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;

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) and (vii) of this Section 8.16(b) unless
such Responsible Officer was notified in writing.

         (d) If as of the beginning of any fiscal year for the Trust (other than
fiscal year 2004), 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.

         (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 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 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

                                     -246-
<PAGE>

guidance from the Securities and Exchange Commission or its staff relating to
the execution of any Form 10-K 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.

         (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 Annual Report on Form 10-K 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 Annual Report on Form 10-K as contemplated by Section 8.16(a), any items
required to be delivered by such party that are to be an exhibit to such Annual
Report on Form 10-K. The Trustee hereby notifies the Master Servicer and the
Special Servicer that an Annual Report on Form 10-K shall be required to be
filed with respect to the Trust for 2004.

         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 Minnesota, and that it shall not move any Mortgage File outside the
State of Minnesota, 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.

                                     -247-
<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 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 paid on the Distribution Date following the earlier
to occur of (A) the purchase by the Master Servicer, the Special Servicer or the
Majority Subordinate Certificateholder of all Trust Mortgage Loans and each REO
Property (or, in the case of the Great Mall 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 the Great Mall 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 the Great Mall 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 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 Majority Subordinate Certificateholder, 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 Majority 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 the Great Mall
Mortgaged Property if it has become an REO Property, the Trust's interest
therein) remaining in the Trust Fund and shall

                                     -248-
<PAGE>

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 Majority 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 Majority 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 the Great Mall Mortgaged Property if
it has become an REO Property, the Trust's interest therein) remaining in the
Trust Fund, the Majority 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 Majority 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 Majority 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 the Great Mall Mortgaged Property if it has
become an REO Property, the Trust's interest therein) to the Majority
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-4, Class A-1A, Class B, Class C,
Class D and Class E 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 and the Class Z Certificates (any such Person, the "Sole
Certificate Owner"), the Sole Certificate Owner shall have the right, with the
consent of the holders of the Residual Certificates, 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 the Great Mall B-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 the
Great Mall Loan Pair. 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 (i) 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
and the Trustee 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 such Custodial Account and (ii) pay
to the Trustee an amount, in immediately available funds, equal to $5,000.00. In
addition, on the P&I Advance Date immediately preceding the final Distribution
Date, the Master Servicer shall transfer to the Distribution Account all amounts
required to be transferred thereto on such P&I Advance Date from the Collection
Account pursuant to

                                     -249-
<PAGE>

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 the Great Mall Trust Mortgage Loan, 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 Majority 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 the Great Mall Mortgaged Property if it has become an REO
Property, the Trust's interest therein) remaining in the Trust Fund, not earlier
than the 15th day and not later than the 25th day of the month next preceding
the month of the final distribution on the Certificates or (b) otherwise during
the month of such final distribution on or before the Determination Date in such
month, in each case specifying (i) the Distribution Date upon which the Trust
Fund will terminate and final payment of the Certificates will be made, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the
Certificate Registrar or such other location therein designated. The Trustee
shall give such notice to the Master Servicer, the Special Servicer and the
Depositor at the time such notice is given to Certificateholders. Upon
presentation and surrender of the Certificates by the Certificateholders on the
final Distribution Date, the Trustee shall distribute to each Certificateholder
so presenting and surrendering its Certificates such Certificateholder's
Percentage Interest of that portion of the amounts then on deposit in the
Distribution Account that are allocable to payments on the Class of Certificates
so presented and surrendered. Amounts on deposit in the Distribution Account as
of the final Distribution Date, exclusive of any portion thereof that would be
payable to any Person in accordance with clauses (ii) through (vi) of Section
3.05(b), including any portion thereof that represents Prepayment Premiums and
Yield Maintenance Charges, shall be (i) deemed distributed in respect of the
REMIC I Regular Interests and distributed to the Class R-I Certificates in
respect of the REMIC I Residual Interest in accordance with Section 4.01(h) and
Section 4.01(a), respectively, and (ii) distributed to the REMIC II Certificates
in the order of priority set forth in Section 4.01(a) and Section 4.01(b), in
each case, to the extent of remaining available funds.

         On or after the final Distribution Date, upon presentation and
surrender of the Class Z 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 pursuant to this Section 9.01 shall not have been surrendered for
cancellation within six months after the

                                     -250-
<PAGE>

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 Majority 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 the Great Mall 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 Majority Subordinate Certificateholder, as applicable, for
     cash; and

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

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




                                     -251-
<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 Distribution
Date in February 2042, the Distribution Date following the latest maturity of
any Trust Mortgage Loan and (ii) the Class XP Certificates is the Distribution
Date in November 2011.

         (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

                                     -252-
<PAGE>

REMIC II. The expenses of preparing and filing such returns shall be borne by
the REMIC Administrator without any right of reimbursement therefor. The other
parties hereto shall provide on a timely basis to the REMIC Administrator or its
designee such information with respect to each of REMIC I and REMIC II as is in
its possession and reasonably requested by the REMIC Administrator to enable it
to perform its obligations under this Article. Without limiting the generality
of the foregoing, the Depositor, within ten days following the REMIC
Administrator's request therefor, shall provide in writing to the REMIC
Administrator such information as is reasonably requested by the REMIC
Administrator for tax purposes, as to the valuations and issue prices of the
Certificates, and the REMIC Administrator's duty to perform its reporting and
other tax compliance obligations under this Article X shall be subject to the
condition that it receives from the Depositor such information possessed by the
Depositor that is necessary to permit the REMIC Administrator to perform such
obligations.

         (g) The REMIC Administrator shall perform on behalf of each of REMIC I
and REMIC II all reporting and other tax compliance duties that are the
responsibility of each such REMIC under the Code, the REMIC Provisions or other
compliance guidance issued by the Internal Revenue Service or, with respect to
State and Local Taxes, any state or local taxing authority. Included among such
duties, the REMIC Administrator shall provide to: (i) any Transferor of a
Residual Certificate or agent of a Non-Permitted Transferee, such information as
is necessary for the application of any tax relating to the transfer of a
Residual Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including, without limitation, reports relating to
interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required hereunder); and (iii) the Internal Revenue
Service, the name, title, address and telephone number of the Person who will
serve as the representative of each of REMIC I and REMIC II.

         (h) The REMIC Administrator shall perform its duties hereunder so as to
maintain the status of each of REMIC I and REMIC II and as a REMIC under the
REMIC Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the REMIC Administrator to the extent reasonably requested by the
REMIC Administrator and to the extent of information within the Trustee's, the
Master Servicer's or the Special Servicer's possession or control). None of the
REMIC Administrator, Master Servicer, the Special Servicer, or the Trustee shall
knowingly take (or cause REMIC I or REMIC II to take) any action or fail to take
(or fail to cause to be taken) any action that, under the REMIC Provisions, if
taken or not taken, as the case may be, could 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

                                     -253-
<PAGE>

under the terms of this Agreement, the Master Servicer and the Special Servicer
shall consult with the REMIC Administrator or its designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur.
Neither the Master Servicer nor the Special Servicer shall take any such action
or cause either REMIC I or REMIC II to take any such action as to which the
REMIC Administrator has advised it in writing that an Adverse REMIC Event could
occur, and neither the Master Servicer nor the Special Servicer shall have any
liability hereunder for any action taken by it in accordance with the written
instructions of the REMIC Administrator. The REMIC Administrator may consult
with counsel to make such written advice, and the cost of same shall be borne by
the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the cost or expense of the Trust Fund, the Trustee or the
REMIC Administrator. At all times as may be required by the Code, the REMIC
Administrator shall make reasonable efforts to ensure that substantially all of
the assets of each of REMIC I and REMIC II will consist of "qualified mortgages"
as defined in Section 860G(a)(3) of the Code and "permitted investments" as
defined in Section 860G(a)(5) of the Code.

         (i) If any tax is imposed on either of REMIC I or REMIC II, including,
without limitation, "prohibited transactions" taxes as defined in Section
860F(a)(2) of the Code, any tax on "net income from foreclosure property" as
defined in Section 860G(c) of the Code, any taxes on contributions to REMIC I or
REMIC II after the Startup Day pursuant to Section 860G(d) of the Code, and any
other tax imposed by the Code or any applicable provisions of State or Local Tax
laws (other than any tax permitted to be incurred by the Special Servicer
pursuant to Section 3.17(a)), such tax, together with all incidental costs and
expenses (including, without limitation, penalties and reasonable attorneys'
fees), shall be charged to and paid by: (i) the REMIC Administrator, if such tax
arises out of or results from a breach by the REMIC Administrator of any of its
obligations under this Article X provided that no liability shall be imposed
upon the REMIC Administrator under this Clause if another party has
responsibility for payment of such tax under Clauses (iii) or (v) of this
Section; (ii) the Special Servicer, if such tax arises out of or results from a
breach by the Special Servicer of any of its obligations under Article III or
this Article X; (iii) the Master Servicer, if such tax arises out of or results
from a breach by the Master Servicer of any of its obligations under Article III
or this Article X; (iv) the Trustee, if such tax arises out of or results from a
breach by the Trustee, of any of its respective obligations under Article IV,
Article VIII or this Article X; or (v) the Trust Fund, excluding the portion
thereof constituting Grantor Trust Z, Grantor Trust E and Grantor Trust B in all
other instances. Any tax permitted to be incurred by the Special Servicer
pursuant to Section 3.17(a) shall be charged to and paid by the Trust Fund. Any
such amounts payable by the Trust Fund shall be paid by the Trustee upon the
written direction of the REMIC Administrator out of amounts on deposit in the
Distribution Account in reduction of the Available Distribution Amount pursuant
to Section 3.05(b).

         (j) The REMIC Administrator shall, for federal income tax purposes,
maintain books and records with respect to each of REMIC I and REMIC II on a
calendar year and on an accrual basis.

         (k) Following the Startup Day, none of the Trustee, the Master
Servicer, or the Special Servicer shall accept any contributions of assets to
REMIC I or REMIC II unless it shall have received an Opinion of Counsel (at the
expense of the party seeking to cause such contribution and in no event at the
expense of the Trust Fund, the Trustee) to the effect that the inclusion of such
assets in such 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.

                                     -254-
<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 the REO Account for gain; or (iii) the acquisition of any assets on
behalf of REMIC I or REMIC II (other than (1) a Mortgaged Property acquired
through foreclosure, deed in lieu of foreclosure or otherwise in respect of a
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, the Great Mall 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,
Grantor Trust E and Grantor Trust B 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, (ii) the Excess Servicing Strip and amounts held from time to
time in the Collection Account that represent the Excess Servicing Strip as
separate assets of Grantor Trust E, and (iii) the Broker Strip and amounts held
from time to time in the Collection Account that represent the Broker Strip as
separate assets of Grantor Trust B, and in each case 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. The Broker Strip Payees
to whom the Broker Strip is payable are hereby designated as owning undivided
beneficial interests in the Broker Strip payable on the Mortgage Loans and the
REO Loans and proceeds thereof.

         (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, Grantor Trust E and Grantor Trust B (but not including any
professional fees or expenses related to audits or any

                                     -255-
<PAGE>

administrative or judicial proceedings with respect to the Trust Fund that
involve the Internal Revenue Service or state tax authorities which
extraordinary expenses shall be payable or reimbursable to the REMIC
Administrator from the Trust Fund unless otherwise provided in Section 10.02(e)
or 10.02(f)).

         (c) The REMIC Administrator shall prepare, cause the Trustee to sign
and file when due all of the Tax Returns in respect of Grantor Trust Z, Grantor
Trust E and Grantor Trust B. The expenses of preparing and filing such returns
shall be borne by the REMIC Administrator without any right of reimbursement
therefor. The other parties hereto shall provide on a timely basis to the REMIC
Administrator or its designee such information with respect to Grantor Trust Z,
Grantor Trust E and Grantor Trust B as is in its possession and reasonably
requested by the REMIC Administrator to enable it to perform its obligations
under this Section 10.02. Without limiting the generality of the foregoing, the
Depositor, within ten days following the REMIC Administrator's request therefor,
shall provide in writing to the REMIC Administrator such information as is
reasonably requested by the REMIC Administrator for tax purposes, and the REMIC
Administrator's duty to perform its reporting and other tax compliance
obligations under this Section 10.02 shall be subject to the condition that it
receives from the Depositor such information possessed by the Depositor that is
necessary to permit the REMIC Administrator to perform such obligations.

         (d) The REMIC Administrator shall furnish or cause to be furnished to
(i) the Class Z Certificateholders, (ii) the holder of the Excess Servicing
Strip and (iii) the Broker Strip Payees to whom the Broker Strip is payable, on
the cash or accrual method of accounting, as applicable, such information as to
their respective portions of the income and expenses of Grantor Trust Z, Grantor
Trust E or Grantor Trust B, as the case may be, as may be required under the
Code, and shall perform on behalf of Grantor Trust Z, Grantor Trust E and
Grantor Trust B all reporting and other tax compliance duties that are required
in respect thereof under the Code, the Grantor Trust Provisions or other
compliance guidance issued by the Internal Revenue Service or any state or local
taxing authority.

         (e) The REMIC Administrator shall perform its duties hereunder so as to
maintain the status of each of Grantor Trust Z, Grantor Trust E and Grantor
Trust B as a "grantor trust" under the Grantor Trust Provisions (and the
Trustee, the Master Servicer and the Special Servicer shall assist the REMIC
Administrator to the extent reasonably requested by the REMIC Administrator and
to the extent of information within the Trustee's, the Master Servicer's or the
Special Servicer's possession or control). None of the REMIC Administrator,
Master Servicer, the Special Servicer or the Trustee shall knowingly take (or
cause any of Grantor Trust Z, Grantor Trust E or Grantor Trust B to take) any
action or fail to take (or fail to cause to be taken) any action that, under the
Grantor Trust Provisions, if taken or not taken, as the case may be, could be
reasonably be expected to endanger the status of any of Grantor Trust Z, Grantor
Trust E or Grantor Trust B as a grantor trust under the Grantor Trust Provisions
(any such endangerment of grantor trust status, an "Adverse Grantor Trust
Event"), unless the REMIC Administrator has obtained or received an Opinion of
Counsel (at the expense of the party requesting such action or at the expense of
the Trust Fund if the REMIC Administrator seeks to take such action or to
refrain from taking any action for the benefit of the Certificateholders) to the
effect that the contemplated action will not result in an Adverse Grantor Trust
Event. None of the other parties hereto shall take any action or fail to take
any action (whether or not authorized hereunder) as to which the REMIC
Administrator has advised it in writing that the REMIC Administrator has
received or obtained an Opinion of Counsel to the effect that an Adverse Grantor
Trust Event could result from such action or failure to act. In addition, prior
to taking any action with respect to any of Grantor Trust Z, Grantor Trust E or
Grantor Trust B or causing the Trust Fund to take any action that is not
expressly

                                     -256-
<PAGE>

permitted under the terms of this Agreement, the Master Servicer and the Special
Servicer shall consult with the REMIC Administrator or its designee, in writing,
with respect to whether such action could cause an Adverse Grantor Trust Event
to occur. Neither the Master Servicer nor the Special Servicer shall have any
liability hereunder for any action taken by it in accordance with the written
instructions of the REMIC Administrator. The REMIC Administrator may consult
with counsel to make such written advice, and the cost of same shall be borne by
the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the cost or expense of the Trust Fund, the REMIC
Administrator or the Trustee. Under no circumstances may the REMIC Administrator
vary the assets of any of Grantor Trust Z, Grantor Trust E or Grantor Trust B so
as to take advantage of variations in the market so as to improve the rate of
return of Holders of the Class Z Certificates, the holder of the Excess
Servicing Strip or the Broker Strip Payees to whom the Broker Strip is payable,
as the case may be.

         (f) If any tax is imposed on any of Grantor Trust Z, Grantor Trust and
Grantor Trust B, such tax, together with all incidental costs and expenses
(including, without limitation, penalties and reasonable attorneys' fees), shall
be charged to and paid by: (i) the REMIC Administrator, if such tax arises out
of or results from a breach by the REMIC Administrator of any of its obligations
under this Section 10.02; (ii) the Special Servicer, if such tax arises out of
or results from a breach by the Special Servicer of any of its obligations under
Article III or this Section 10.02; (iii) the Master Servicer, if such tax arises
out of or results from a breach by the Master Servicer of any of its obligations
under Article III or this Section 10.02; (iv) the Trustee, if such tax arises
out of or results from a breach by the Trustee, of any of its obligations under
Article IV, Article VIII or this Section 10.02; or (v) the portion of the Trust
Fund constituting Grantor Trust Z, Grantor Trust E or Grantor Trust B, as the
case may be, in all other instances.





                                     -257-
<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.01. Amendment.

         (a) This Agreement may be amended from time to time by the mutual
agreement of the Depositor, the Master Servicer, the Special Servicer and the
Trustee, 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 clauses (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 the Great Mall B-Noteholder; 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.

         (b) This Agreement may also be amended from time to time by the
agreement of the Depositor, 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 for the purpose of adding any provisions to

                                     -258-
<PAGE>

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, or (viii) adversely affect in any material respect
the rights and/or interests of the Great Mall B-Noteholder 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,
Grantor Trust E or Grantor Trust B or cause either of REMIC I or REMIC II to
fail to qualify as a REMIC or any of Grantor Trust Z, Grantor Trust E or Grantor
Trust B to fail to qualify as a grantor trust at any time that any Certificates
are outstanding and (ii) such amendment complies with the provisions of this
Section 11.01.

         (d) Promptly after the execution of any such amendment, the Trustee
shall send a copy thereof to each Certificateholder.

         (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

                                     -259-
<PAGE>

         (f) Each of the Master Servicer, the Special Servicer and the Trustee
may but shall not be obligated to enter into any amendment pursuant to this
Section that affects its rights, duties and immunities under this Agreement or
otherwise.

         (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a), (b) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section
11.01(a), (b) or (c) shall be payable out of the Collection Account or the
Distribution Account pursuant to Section 3.05.

         SECTION 11.02. Recordation of Agreement; Counterparts.

         (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund or, to the
extent that it benefits it, the Great Mall B-Noteholder, 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 the Great Mall B-Noteholder, out of the Great Mall Custodial Account
pursuant to Section 3.05(a)) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders and/or the Great
Mall B-Noteholder; 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 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

                                     -260-
<PAGE>

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, KeyCorp Real Estate Capital
Markets, Inc., 911 Main Street, Suite 1500, Kansas City, Missouri, 64105,
Attention: Senior Vice President of Loan Servicing, Re: Merrill Lynch Mortgage
Trust 2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series
2004-MKB1, facsimile number: (816) 221-8051, with a copy to Robert C. Bowes,
KeyBank National Association, 127 Public Square, Cleveland, OH 44114, facsimile
number (216) 869-5681, and with a copy to Polsinelli Shalton & Welte, P.C., 700
West 47th Street, Suite 1000, Kansas City, MO 64112, Attention: Kraig Kohring,
facsimile number: (816) 753-1536;

         (iii) in the case of the Special Servicer, Clarion Partners, LLC, 230
Park Avenue, 12th Floor, New York, New York 10169 Attention: Bruce Morrison, Re:
Merrill Lynch Mortgage Trust 2004-MKB1, Commercial Mortgage Pass-Through
Certificates, Series 2004-MKB1, facsimile number: (212) 883-2877;

                                     -261-
<PAGE>

         (iv) in the case of the Trustee, Wells Fargo Bank, N.A., 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
Administration (CMBS), Re: Merrill Lynch Mortgage Trust 2004-MKB1, Commercial
Mortgage Pass-Through Certificates, Series 2004-MKB1, facsimile number: (410)
884-2360;

         (v) 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 2004-MKB1, Commercial
Mortgage Pass-Through Certificates, Series 2004-MKB1, facsimile number: (212)
449-3658,

         (B) Banc of America Securities LLC, 214 North Tryon Street, NC1-027-02,
Charlotte, NC 28255, Attention: Stephen Hogue, Re: Merrill Lynch Mortgage Trust
2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1,
facsimile number: (704) 386-1094,

         (C) McDonald Investments Inc., 800 Superior Avenue, Cleveland, Ohio
44114, Attention: Joe Chinnici, Re: Merrill Lynch Mortgage Trust 2004-MKB1,
Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1, facsimile
number: (216) 443-3801;

         (D) Deutsche Bank Securities Inc., 60 Wall Street, New York, New York
10005, Attention: Lainie Kaye, Re: Merrill Lynch Mortgage Trust 2004-MKB1,
Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1, facsimile
number: (212) 797-4488;

         (E) Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New
York 10036, Attention: Andrew Berman, Re: Merrill Lynch Mortgage Trust
2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1 (with
a copy to Michelle Wilke, Esq., 1221 Avenue of the Americas, New York, New York
10020)

         (vi) in the case of the Rating Agencies,

         (A) Fitch, Inc., Commercial Mortgage Backed Securities, One State
Street Plaza, New York, New York 10004, Attention: Surveillance, facsimile
number: (212) 635-0294, and

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

         (vii) in the case of the initial Controlling Class Representative,
Clarion Capital, LLC, 230 Park Avenue, 12th Floor, New York, New York 10169
Attention: Stephen Baines, Re: Merrill Lynch Mortgage Trust 2004-MKB1,
Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1, facsimile
number (212) 883-2851;

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.

                                     -262-
<PAGE>

         SECTION 11.06. Severability of Provisions.

         If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

         SECTION 11.07. Grant of a Security Interest.

         The Depositor and the Trustee agree that it is their intent that the
conveyance of the Depositor's right, title and interest in and to the Trust
Mortgage Loans pursuant to this Agreement shall constitute a sale and not a
pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor intends that the rights and
obligations of the parties to such loan shall be established pursuant to the
terms of this Agreement. The Depositor also intends and agrees that, in such
event, the Depositor shall be deemed to have granted to the Trustee (in such
capacity) a first priority security interest in the Depositor's entire right,
title and interest in and to the assets constituting the Trust Fund.

         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. The Great Mall B-Noteholder and any designee thereof acting
on behalf of or exercising the rights of the Great Mall B-Noteholder shall be
third party beneficiaries to this Agreement with respect to

                                     -263-
<PAGE>

their rights as specifically provided for herein and under the Great Mall
Co-Lender 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.

         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, the Great Mall
B-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 Merrill Mortgage Loan Purchase
     Agreement, KeyBank Mortgage Loan Purchase Agreement or the Bank of America
     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 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 the Great Mall Loan Pair,
the Great Mall B-Noteholder) with respect to a Trust Specially Serviced Mortgage
Loan such information as the Rating Agency or Controlling Class Representative
shall reasonably request and which the Special Servicer can reasonably provide
in accordance with applicable law.

                                     -264-
<PAGE>

         (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.

         (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.


                                     -265-
<PAGE>

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


                                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                     Depositor


                                     By:
                                        ----------------------------------------
                                     Name:
                                     Title:



                                     KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
                                     Master Servicer


                                     By:
                                        ----------------------------------------
                                     Name:
                                     Title:



                                     CLARION PARTNERS, LLC
                                     Special Servicer


                                     By:
                                        ----------------------------------------
                                     Name:
                                     Title:



                                     WELLS FARGO BANK, N.A.
                                     Trustee


                                     By:
                                        ----------------------------------------
                                     Name:
                                     Title:



<PAGE>


                                   EXHIBIT A-1

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


                     MERRILL LYNCH MORTGAGE TRUST 2004-MKB1
  CLASS [A-1] [A-2] [A-3] [A-4] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2004-MKB1

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

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<CAPTION>
<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]
May 1, 2004                                                           [A-4] Certificates as of the Closing Date:
                                                                      $____________

Closing Date:  May 6, 2004                                            Aggregate unpaid principal balance of the Mortgage Pool as
                                                                      of the Cut-off Date, after deducting payments of principal
                                                                      due on or before such date (the "Initial Pool
First Distribution Date: June 14, 2004                                Balance"):  $979,850,322

Master Servicer:  KeyCorp Real Estate Capital Markets, Inc.           Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Clarion Partners, LLC

Certificate No.  [A-1] [A-2] [A-3] [A-4]-___                          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.,  KEYCORP REAL ESTATE CAPITAL  MARKETS,  INC.,
CLARION  PARTNERS,  LLC,  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




                                     A-1-2

<PAGE>


Mortgage Investors, Inc., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), KeyCorp Real Estate Capital Markets,
Inc., as master servicer (the "Master Servicer", which term includes any
successor entity under the Agreement), Clarion Partners, LLC, 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





                                     A-1-3
<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 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 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, and (ii) the purchase by
the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining 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





                                     A-1-4
<PAGE>


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-4, Class B, Class C,
Class D and Class E Certificates is reduced to zero, any single Holder of each
outstanding Class of Certificates (other than the Class R-I and Class R-II
Certificates) may, with the consent of the owner(s) of the Class R-I and Class
R-II Certificates and 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
Depositor, 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 Officer



                          CERTIFICATE OF AUTHENTICATION

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

Dated:  ___________________, 200__


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


                                         By:
                                            ----------------------------
                                            Authorized Officer



















                                     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 2004-MKB1
             CLASS XP COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2004-MKB1

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

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<CAPTION>
<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
May 1, 2004                                                         Certificates as of the Closing Date:  $952,193,000

Closing Date:  May 6, 2004                                          Aggregate unpaid principal balance of the Mortgage Pool as
                                                                    of the Cut-off Date, after deducting payments of principal due
First Distribution Date: June 14, 2004                              on or before such date (the "Initial Pool Balance"):
                                                                    $979,850,322

Master Servicer:  KeyCorp Real Estate Capital Markets, Inc.         Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Clarion Partners, LLC

Certificate No.  XP-___                                             CUSIP No.:  59022H DA 7
</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.,  KEYCORP REAL ESTATE CAPITAL  MARKETS,  INC.,
CLARION  PARTNERS,  LLC,  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.




                                     A-2-2
<PAGE>


         This certifies that [CEDE & CO.][____________] is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Merrill Lynch Mortgage Investors, Inc., as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement),
Clarion Partners, LLC, 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.




                                     A-2-3
<PAGE>


         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 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 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, and (ii) the purchase by
the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining 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




                                     A-2-4
<PAGE>


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-4, Class B, Class C, Class D and Class E
Certificates is reduced to zero, any single Holder of each outstanding Class of
Certificates (other than the Class R-I and Class R-II Certificates) may, with
the consent of the owner(s) of the Class R-I and Class R-II Certificates and
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
Depositor, 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 Officer


                         CERTIFICATE OF AUTHENTICATION

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

Dated:  ___________________, 200__


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


                                            By:
                                               ---------------------------------
                                               Authorized Officer





                                     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 CERTIFICATE


                     MERRILL LYNCH MORTGAGE TRUST 2004-MKB1
             CLASS XC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2004-MKB1

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


                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<CAPTION>
<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 of the
May 1, 2004                                                       Closing Date:
                                                                  $979,850,321

Closing Date:  May 6, 2004                                        Aggregate unpaid principal balance of the Mortgage Pool as of the
                                                                  Cut-off Date, after deducting payments of principal due on or
First Distribution Date: June 14, 2004                            before such date (the "Initial Pool Balance"):
                                                                  $979,850,322

Master Servicer:  KeyCorp Real Estate Capital Markets, Inc.       Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Clarion Partners, LLC

Certificate No.  XC-___                                           CUSIP No.:  59022H DN 9
</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.,  KEYCORP REAL ESTATE CAPITAL  MARKETS,  INC.,
CLARION  PARTNERS,  LLC,  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




                                     A-3-2
<PAGE>


HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF WILL BE ENTITLED TO
DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS
CERTIFICATE, WHICH AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

         This certifies that [CEDE & CO.][_________] is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Merrill Lynch Mortgage Investors, Inc., as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement),
Clarion Partners, LLC, 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




                                     A-3-3
<PAGE>


provided in the Agreement, withdrawals from the Collection Account, the
Distribution Account and, if established, the Pool REO Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

         The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If this Certificate constitutes a Definitive Certificate and a Transfer
hereof is to be made without registration under the Securities Act (other than
in connection with the initial issuance of the Certificates or a Transfer of
this Certificate by the Depositor, Merrill Lynch, Pierce, Fenner & Smith
Incorporated or any of their respective Affiliates or, if this Certificate is a
Global Certificate, a Transfer of this Certificate to a successor Depository or
to the applicable Certificate Owner in accordance with Section 5.03 of the
Agreement), then the Certificate Registrar shall refuse to register such
Transfer unless it receives (and, upon receipt, may conclusively rely upon)
either: (i) a certificate from the Certificateholder desiring to effect such
Transfer substantially in the form attached as Exhibit E-1 to the Agreement and
a certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit E-2A to the Agreement or, as Exhibit E-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transferee is an Institutional Accredited Investor or a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Trustee or the Certificate Registrar in their respective capacities as
such), together with the written certification(s) as to the facts surrounding
such Transfer from the Certificateholder desiring to effect such Transfer and/or
such Certificateholder's prospective Transferee on which such Opinion of Counsel
is based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have 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,
Banc of America Securities LLC, 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 93-31, 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 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 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, and (ii) the purchase by
the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining 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-4, Class B, Class C, Class D and Class E Certificates is reduced to
zero, any single Holder of each outstanding Class of Certificates (other than
the Class R-I and Class R-II Certificates) may, with the consent of the owner(s)
of the Class R-I and Class R-II Certificates and 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
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the




                                     A-3-7
<PAGE>


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 Officer


                          CERTIFICATE OF AUTHENTICATION

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

Dated:  ___________________, 200__



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


                                             By:
                                                --------------------------------
                                                Authorized Officer





                                     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 B, C, D AND E CERTIFICATES


                     MERRILL LYNCH MORTGAGE TRUST 2004-MKB1
       CLASS [B] [C] [D] [E] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2004-MKB1

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


                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<CAPTION>
<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 [B] [C] [D] [E]
May 1, 2004                                                           Certificates as of the Closing Date:
                                                                      $____________

Closing Date:  May 6, 2004                                            Aggregate unpaid principal balance of the Mortgage Pool as of
                                                                      the Cut-off Date, after deducting payments of principal due
First Distribution Date:  June 14, 2004                               on or before such date (the "Initial Pool Balance"):
                                                                      $979,850,322

Master Servicer:  KeyCorp Real Estate Capital Markets, Inc.           Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Clarion Partners, LLC

Certificate No. [B] [C] [D] [E]-___                                   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.,  KEYCORP REAL ESTATE CAPITAL  MARKETS,  INC.,
CLARION  PARTNERS,  LLC,  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




                                     A-4-2
<PAGE>


"Certificate Principal Balance") as of the Closing Date by the aggregate
principal balance of all the Certificates of the same Class as this Certificate
(their "Class Principal Balance") as of the Closing Date) in that certain
beneficial ownership interest in the Trust evidenced by all the Certificates of
the same Class as this Certificate. The Trust was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), between Merrill Lynch Mortgage Investors, Inc., as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), KeyCorp Real Estate Capital Markets, Inc., as master servicer (the
"Master Servicer", which term includes any successor entity under the
Agreement), Clarion Partners, LLC, 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



                                     A-4-3
<PAGE>


issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such distribution is made upon this Certificate.

         The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account, the Distribution Account
and, if established, the Pool REO Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         [FOR BOOK ENTRY CERTIFICATES:] Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any 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.




                                     A-4-4
<PAGE>


         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, and (ii) the purchase by
the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining 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-4, Class B, Class C, Class D and Class E Certificates is reduced to
zero, any single Holder of each outstanding Class of Certificates (other than
the Class R-I and Class R-II Certificates) may, with the consent of the owner(s)
of the Class R-I and Class R-II Certificates and 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
Depositor, 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 Officer


                          CERTIFICATE OF AUTHENTICATION

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

Dated:  ___________________, 200__


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


                                                   -----------------------------
                                                   Authorized Officer





                                     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 A-1A, F, G AND H CERTIFICATES


                     MERRILL LYNCH MORTGAGE TRUST 2004-MKB1
     CLASS [A-1A] [F] [G] [H] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2004-MKB1

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


                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<CAPTION>
<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-1A] [F] [G] [H]
May 1, 2004                                                         Certificates as of the Closing Date:
                                                                    $_____________

Closing Date:  May 6, 2004                                          Aggregate unpaid principal balance of the Mortgage Pool as of
                                                                    the Cut-off Date, after deducting payments of principal due on
First Distribution Date: June 14, 2004                              or before such date (the "Initial Pool Balance"):
                                                                    $979,850,322

Master Servicer:  KeyCorp Real Estate Capital Markets, Inc.         Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Clarion Partners, LLC

Certificate No. [A-1A] [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.,  KEYCORP REAL ESTATE CAPITAL  MARKETS,  INC.,
CLARION  PARTNERS,  LLC,  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




                                     A-5-2
<PAGE>


"REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

         This certifies that [CEDE & CO.][_________] is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between Merrill
Lynch Mortgage Investors, Inc., as depositor (the "Depositor", which term
includes any successor entity under the Agreement), KeyCorp Real Estate Capital
Markets, Inc., as master servicer (the "Master Servicer", which term includes
any successor entity under the Agreement), Clarion Partners, LLC, 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





                                     A-5-3
<PAGE>


previously allocated to this Certificate, which reimbursement is to occur after
the date on which this Certificate is surrendered as contemplated by the
preceding sentence, will be made by check mailed to the address of the Holder
that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account, the Distribution Account
and, if established, the Pool REO Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If this Certificate constitutes a Definitive Certificate and a Transfer
hereof is to be made without registration under the Securities Act (other than
in connection with the initial issuance of the Certificates or a Transfer of
this Certificate by the Depositor or any of its 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






                                     A-5-4
<PAGE>


Institutional Buyer and such Transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such Transfer from
the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject Transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit E-2A or Exhibit E-2B attached to the Agreement are, with
respect to the subject Transfer, true and correct.

         If this Certificate constitutes a Rule 144A Global Certificate and a
Transfer of any interest herein is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of any interest herein by the Depositor, or any of
its 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





                                     A-5-5
<PAGE>


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, Banc of America Securities LLC, 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 93-31, 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




                                     A-5-6
<PAGE>


does not, in connection with the subject Transfer, deliver to the Certificate
Registrar (if this Certificate constitutes a Definitive Certificate) or the
Transferor (if this Certificate constitutes a Global Certificate) a
certification and/or Opinion of Counsel as required by the preceding sentence,
then such Transferee shall be deemed to have represented and warranted that
either (i) such Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate or any interest herein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and
holding of this Certificate or such interest herein by such Transferee is exempt
from the prohibited transaction provisions of Sections 406 and 407 of ERISA and
the excise taxes imposed on such prohibited transactions by Section 4975 of the
Code.

         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         [FOR BOOK ENTRY CERTIFICATES:] Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any 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 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, and (ii) the purchase by
the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining 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-4, Class B, Class C, Class D and Class E Certificates is reduced to




                                     A-5-7
<PAGE>


zero, any single Holder of each outstanding Class of Certificates (other than
the Class R-I and Class R-II Certificates) may, with the consent of the owner(s)
of the Class R-I and Class R-II Certificates and 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
Depositor, 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 Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class [A-1A] [F] [G] [H] Certificates referred to in
the within-mentioned Agreement.

Dated:  ___________________, 200__


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


                                                By:
                                                   -----------------------------
                                                   Authorized Officer





                                     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 2004-MKB1
CLASS [J] [K] [L] [M] [N] [P] [Q] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2004-MKB1

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

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<CAPTION>
<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] [N]
May 1, 2004                                                        [P] [Q] Certificates as of the Closing Date:
                                                                   $_______________

Closing Date:  May 6, 2004                                         Aggregate unpaid principal balance of the Mortgage Pool as of
                                                                   the Cut-off Date, after deducting payments of principal due on
First Distribution Date: June 14, 2004                             or before such date (the "Initial Pool Balance"):
                                                                   $979,850,322

Master Servicer:  KeyCorp Real Estate Capital Markets, Inc.        Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Clarion Partners, LLC

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.,  KEYCORP REAL ESTATE CAPITAL  MARKETS,  INC.,
CLARION  PARTNERS,  LLC,  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





                                     A-6-2
<PAGE>


"REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

         This certifies that [CEDE & CO.][_________] is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), between Merrill
Lynch Mortgage Investors, Inc., as depositor (the "Depositor", which term
includes any successor entity under the Agreement), KeyCorp Real Estate Capital
Markets, Inc., as master servicer (the "Master Servicer", which term includes
any successor entity under the Agreement), Clarion Partners, LLC, 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





                                     A-6-3
<PAGE>


previously allocated to this Certificate, which reimbursement is to occur after
the date on which this Certificate is surrendered as contemplated by the
preceding sentence, will be made by check mailed to the address of the Holder
that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account, the Distribution Account
and, if established, the Pool REO Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         No direct or indirect transfer, sale, pledge, hypothecation or other
disposition (each, a "Transfer") of this Certificate or any interest herein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

         If this Certificate constitutes a Definitive Certificate and a Transfer
hereof is to be made without registration under the Securities Act (other than
in connection with the initial issuance of the Certificates or a Transfer of
this Certificate by the Depositor, Merrill Lynch, Pierce, Fenner & Smith
Incorporated or any of their respective Affiliates or, if this Certificate is a
Global Certificate, a Transfer of this Certificate to a successor Depository or
to the applicable Certificate Owner in accordance with Section 5.03 of the
Agreement), then the Certificate Registrar shall refuse to register such
Transfer unless it receives (and, upon receipt, may conclusively rely upon)
either: (i) a certificate from the Certificateholder desiring to effect such
Transfer substantially in the form attached as Exhibit E-1 to the Agreement and
a certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit E-2A to the Agreement or as Exhibit E-2B
to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Trustee to
the effect that such Transferee is an Institutional




                                     A-6-4
<PAGE>


Accredited Investor or a Qualified Institutional Buyer and such Transfer may be
made without registration under the Securities Act (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar in
their respective capacities as such), together with the written certification(s)
as to the facts surrounding such Transfer from the Certificateholder desiring to
effect such Transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based. If any Transferee of this Certificate
does not, in connection with the subject Transfer, deliver to the Certificate
Registrar one of the certifications described in clause (i) of the preceding
sentence or the Opinion of Counsel described in clause (ii) of the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit E-2A or Exhibit E-2B
attached to the Agreement are, with respect to the subject Transfer, true and
correct.

         If this Certificate constitutes a Rule 144A Global Certificate and a
Transfer of any interest herein is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a Transfer of any interest herein by the Depositor, Merrill
Lynch, Pierce, Fenner & Smith Incorporated or any of their respective
Affiliates), then the Certificate Owner desiring to effect such Transfer shall
be required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit E-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such Transferee is a
Qualified Institutional Buyer and such Transfer may be made without registration
under the Securities Act. Except as discussed below, an interest in a Rule 144A
Global Certificate for any Class of Book-Entry Non-Registered Certificates may
not be transferred to any Person who takes delivery other than in the form of an
interest in such Rule 144A Global Certificate. If this Certificate constitutes a
Rule 144A Global Certificate and any Transferee of an interest herein does not,
in connection with the subject Transfer, deliver to the Transferor the Opinion
of Counsel or the certification described in the second preceding sentence, then
such Transferee shall be deemed to have represented and warranted that all the
certifications set forth in Exhibit E-2C attached to the Agreement are, with
respect to the subject Transfer, true and correct.

         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.






                                     A-6-5
<PAGE>


         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,
Banc of America Securities LLC, 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 93-31, 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






                                     A-6-6
<PAGE>


violation of Section 406 or 407 of ERISA or Section 4975 of the Code or result
in the imposition of an excise tax under Section 4975 of the Code. If any
Transferee of this Certificate or any interest herein does not, in connection
with the subject Transfer, deliver to the Certificate Registrar (if this
Certificate constitutes a Definitive Certificate) or the Transferor (if this
Certificate constitutes a Global Certificate) a certification and/or Opinion of
Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or any
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Sections 406 and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Section 4975 of the Code.

         No service charge will be imposed for any registration of transfer or
exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         [FOR BOOK ENTRY CERTIFICATES:] Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC.

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have agreed to keep confidential any information it obtains from the
Trustee (except that such Holder may provide any such information obtained by it
to any other Person that holds or is contemplating the purchase of this
Certificate or an interest herein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential).

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any 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 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, and (ii) the purchase by
the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining 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








                                     A-6-7
<PAGE>

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-4, Class B,
Class C, Class D and Class E Certificates is reduced to zero, any single Holder
of each outstanding Class of Certificates (other than the Class R-I and Class
R-II Certificates) may, with the consent of the owner(s) of the Class R-I and
Class R-II Certificates and 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
Depositor, 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 Officer


                          CERTIFICATE OF AUTHENTICATION

                        This  is one of the  Class  [J]  [K] [L] [M] [N] [P] [Q]
Certificates referred to in the within-mentioned Agreement.

Dated:  ___________________, 200__


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


                                                By:
                                                   -----------------------------
                                                   Authorized Officer





                                     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 2004-MKB1
        CLASS [R-I] [R-II] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2004-MKB1

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


                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<CAPTION>
<S>                                                                <C>
Date of Pooling and Servicing Agreement:                            Percentage Interest evidenced by this Certificate in the
May 1, 2004                                                         related Class:  _____%

Closing Date:  May 6, 2004                                          Aggregate unpaid principal balance of the Mortgage Pool as of
                                                                    the Cut-off Date, after deducting payments of principal due on
First Distribution Date: June 14, 2004                              or before such date (the "Initial Pool Balance"):
                                                                    $979,850,322

Master Servicer:  KeyCorp Real Estate Capital Markets, Inc.         Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Clarion Partners, LLC

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.,  KEYCORP REAL ESTATE CAPITAL  MARKETS,  INC.,
CLARION  PARTNERS  LLC,  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





                                     A-7-2
<PAGE>


interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), between Merrill Lynch Mortgage Investors, Inc., as depositor (the
"Depositor", which term includes any successor entity under the Agreement),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement),
Clarion Partners, LLC, 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 or any of
its 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 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.

         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, Banc of
America Securities LLC, 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 or any of its 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 and/or Opinion of Counsel 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 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 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, and (ii) the purchase by
the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining 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




                                     A-7-7
<PAGE>


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-4, Class B,
Class C, Class D and Class E Certificates is reduced to zero, any single Holder
of each outstanding Class of Certificates (other than the Class R-I and Class
R-II Certificates) may, with the consent of the owner(s) of the Class R-I and
Class R-II Certificates and 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
Depositor, 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 Officer


                          CERTIFICATE OF AUTHENTICATION

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

Dated:  ___________________, 200__


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


                                                By:
                                                   -----------------------------
                                                   Authorized Officer




<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 2004-MKB1
             CLASS Z COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                SERIES 2004-MKB1

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

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<CAPTION>
<S>                                                             <C>
Date of Pooling and Servicing Agreement:                        Percentage Interest evidenced by this Certificate in Class Z:  ___%
May 1, 2004
Closing Date:  May 6, 2004                                      Aggregate unpaid principal balance of the Mortgage Pool as of the
                                                                Cut-off Date, after deducting payments of principal due on or before
First Distribution Date: June 14, 2004                          such date (the "Initial Pool Balance"):  $979,850,322

Master Servicer:  KeyCorp Real Estate Capital Markets, Inc.     Trustee:  Wells Fargo Bank, N.A.

Special Servicer:  Clarion Partners, LLC

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, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL
LYNCH MORTGAGE INVESTORS, INC., KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
CLARION PARTNERS, LLC, 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 TRUST ARD LOANS SUBJECT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

     This certifies that ________________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (as specified
above) in that certain beneficial ownership interest in the Trust evidenced by
all the Class Z Certificates. The Trust was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as specified above
(the "Agreement"), between Merrill Lynch Mortgage Investors, Inc., as depositor
(the "Depositor", which term includes any successor entity under the Agreement),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (the "Master
Servicer", which term includes any successor entity under the Agreement),
Clarion Partners, LLC, 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


                                     A-8-2
<PAGE>

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.

     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



                                     A-8-3
<PAGE>

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 or any of its
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, Banc of
America Securities LLC, 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,


                                     A-8-4
<PAGE>

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 or any of its 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 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 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 of (i) the final


                                     A-8-5
<PAGE>

payment (or any advance with respect thereto) on or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust, and (ii) the purchase
by the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties (or, if specified in the Agreement with
respect to any REO Property, the Trust's interests therein) remaining 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-4, Class B, Class C, Class D and Class E Certificates is reduced to
zero, any single Holder of each outstanding Class of Certificates (other than
the Class R-I and Class R-II Certificates) may, with the consent of the owner(s)
of the Class R-I and Class R-II Certificates and 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
Depositor, 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 Officer


                          CERTIFICATE OF AUTHENTICATION

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

Dated:  ___________________, 200__


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


                                                By:
                                                   -----------------------------
                                                   Authorized Officer





                                     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

                                   [ATTACHED]
<TABLE>
<CAPTION>

LOAN #                     PROPERTY NAME               ORIGINATOR        PROPERTY TYPE                         ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                        <C>                  <C>                 <C>
  1         Great Mall of the Bay Area                 MLML                 Retail              447 Great Mall Drive

  2         Galileo Pool # 1 (10)                      MLML                 Retail              Various

 2.01       Springhurst                                MLML                 Retail              10508 Fischer Park Drive

 2.02       Lions Head                                 MLML                 Retail              90 White Bridge Road

 2.03       Seacoast Shopping Center                   MLML                 Retail              270 Lafayette Road

 2.04       Kingston Overlook                          MLML                 Retail              9622 Kingston Pike

 2.05       Garden City Plaza                          MLML                 Retail              2214 East Kansas Avenue

 2.06       Northridge Plaza                           MLML                 Retail              435 William Hilton Parkway

 2.07       Marketplace at Flower Mound                MLML                 Retail              2221 Cross Timbers Road

 2.08       Chestnut Hills                             MLML                 Retail              700 North 12th Street

 2.09       Lady's Island Shopping Center              MLML                 Retail              136 Sea Island Parkway

 2.10       Anderson Plaza                             MLML                 Retail              1520 Edgefield Street

 2.11       Bulloch Plaza                              MLML                 Retail              603 Northside Center

 2.12       Briarcliff Square                          MLML                 Retail              691 Emory Valley Road

 2.13       Collins Park Commons                       MLML                 Retail              1803 James L. Redman Parkway


<CAPTION>

LOAN #                 CITY                COUNTY             STATE      ZIP CODE
---------------------------------------------------------------------------------
<S>             <C>                  <C>                     <C>         <C>
  1             Milpitas             Santa Clara                CA        95035

  2             Various              Various                 Various     Various

 2.01           Louisville           Jefferson                  KY        40241

 2.02           Nashville            Davidson                   TN        37205

 2.03           Seabrook             Rockingham                 NH        03874

 2.04           Knoxville            Knox                       TN        37922

 2.05           Garden City          Finney                     KS        67846

 2.06           Hilton Head Island   Beaufort                   SC        29926

 2.07           Flower Mound         Denton                     TX        75028

 2.08           Murray               Calloway                   KY        42071

 2.09           Beaufort             Beaufort                   SC        29907

 2.10           Greenwood            Greenwood                  SC        29646

 2.11           Statesboro           Bulloch                    GA        30458

 2.12           Oak Ridge            Anderson                   TN        37830

 2.13           Plant City           Hillsborough               FL        33563
</TABLE>



                                      B-1
<PAGE>

<TABLE>
<CAPTION>

LOAN #                     PROPERTY NAME               ORIGINATOR        PROPERTY TYPE                         ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                        <C>                  <C>                 <C>
  3         Douglas Entrance                           BOA                  Office              800 Douglas Road

  4         Galileo Pool # 2 (10)                      MLML                 Retail              Various

 4.01       Cobblestone Village                        MLML                 Retail              305 State Road 312 West

 4.02       North Haven Crossing                       MLML                 Retail              400 Universal Drive

 4.03       Coastal Way                                MLML                 Retail              10385-13173 Cortez Boulevard

 4.04       Cosby Station                              MLML                 Retail              3316 Georgia Highway 5

 4.05       Strawbridge                                MLML                 Retail              2133 General Booth Boulevard

 4.06       East Ridge Crossing                        MLML                 Retail              4340 Ringgold Road

 4.07       Jasper Square                              MLML                 Retail              622 Highway 78 East

 4.08       Valley Commons                             MLML                 Retail              1700-1800 Apperson Drive

 4.09       58 Crossing                                MLML                 Retail              4850 Highway 58

 4.10       County Park Plaza                          MLML                 Retail              1402 County Park Road

 4.11       Lunenburg Crossing                         MLML                 Retail              301 Massachusetts Avenue

 4.12       Statesboro Square                          MLML                 Retail              503 Northside Drive East

 4.13       Beach Crossing                             MLML                 Retail              1380 3rd Avenue South

 4.14       Buena Vista                                MLML                 Retail              4701 Buena Vista Road

  5         Pasadena Courtyard by Marriott             MLML              Hospitality            180 North Fair Oaks Avenue


<CAPTION>

LOAN #                 CITY                COUNTY             STATE      ZIP CODE
---------------------------------------------------------------------------------
<S>            <C>                  <C>                      <C>         <C>
  3            Coral Gables         Miami-Dade                 FL        33134

  4            Various              Various                  Various     Various

 4.01          St. Augustine        St. Johns                  FL        32086

 4.02          North Haven          New Haven                  CT        06473

 4.03          Weeki Wachee         Hernando                   FL        34613

 4.04          Douglasville         Douglas                    GA        30135

 4.05          Virginia Beach       Virginia Beach City        VA        23454

 4.06          East Ridge           Hamilton                   TN        37412

 4.07          Jasper               Walker                     AL        35501

 4.08          Salem                Salem                      VA        24153

 4.09          Chattanooga          Hamilton                   TN        37416

 4.10          Scottsboro           Jackson                    AL        35769

 4.11          Lunenburg            Worcester                  MA        01462

 4.12          Statesboro           Bulloch                    GA        30458

 4.13          Myrtle Beach         Horry                      SC        29577

 4.14          Columbus             Muscogee                   GA        31907

  5            Pasadena             Los Angeles                CA        91103
</TABLE>


                                      B-2
<PAGE>

<TABLE>
<CAPTION>

LOAN #                     PROPERTY NAME               ORIGINATOR        PROPERTY TYPE                         ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                        <C>           <C>                        <C>
  6         ARC MHC 10 Year 2 Portfolio                MLML          Manufactured Housing       Various

 6.01       Crescentwood Village                       MLML          Manufactured Housing       250 East 11400 South

 6.02       Southfork                                  MLML          Manufactured Housing       4937 Stuart Road

 6.03       Friendly Village                           MLML          Manufactured Housing       9 Pinetree Road

 6.04       Stony Brook North                          MLML          Manufactured Housing       3000 Stony Brook Drive

 6.05       Viking Villa                               MLML          Manufactured Housing       433 East 980 North

 6.06       Ridgewood Estates                          MLML          Manufactured Housing       4100 Southeast Adams Street

 6.07       Pedaler's Pond                             MLML          Manufactured Housing       1960 Pedaler's Pond Boulevard

 6.08       Redwood Village                            MLML          Manufactured Housing       1735 West 3150 South Street

 6.09       Plainview                                  MLML          Manufactured Housing       3650 Harvey Place

  7         WestPoint Crossing Shopping Center         MLML                 Retail              1161-1223 West Irvington Road

  8         ARC MHC 5 Year 2 Portfolio                 MLML          Manufactured Housing       Various

 8.01       Torrey Hills                               MLML          Manufactured Housing       5406 Torrey Road

 8.02       Smoke Creek                                MLML          Manufactured Housing       4255 Smokecreek Parkway

 8.03       Ortega Village                             MLML          Manufactured Housing       5515 118th Street

 8.04       Deerhurst                                  MLML          Manufactured Housing       6500 Privette Road

 8.05       Glen Acres                                 MLML          Manufactured Housing       500 East 50th Street South

 8.06       Shadow Mountain                            MLML          Manufactured Housing       1601 East Highway 1417

 8.07       Gallant Estates                            MLML          Manufactured Housing       4449 Burlington Road


<CAPTION>

LOAN #                 CITY                COUNTY             STATE      ZIP CODE
---------------------------------------------------------------------------------
<S>           <C>                  <C>                     <C>         <C>
  6           Various              Various                 Various     Various

 6.01         Sandy                Salt Lake                  UT        84070

 6.02         Denton               Denton                     TX        76207

 6.03         Lawrenceville        Gwinnett                   GA        30043

 6.04         Raleigh              Wake                       NC        27604

 6.05         Ogden                Weber                      UT        84404

 6.06         Topeka               Shawnee                    KS        66609

 6.07         Lake Wales           Polk                       FL        33859

 6.08         West Valley City     Salt Lake                  UT        84119

 6.09         Casper               Natrona                    WY        82601

  7           Tucson               Pima                       AZ        85714

  8           Various              Various                 Various     Various

 8.01         Flint                Genesee                    MI        48507

 8.02         Snellville           Gwinnett                   GA        30039

 8.03         Jacksonville         Duval                      FL        32244

 8.04         Wendell              Wake                       NC        27591

 8.05         Wichita              Sedgwick                   KS        67216

 8.06         Sherman              Grayson                    TX        75090

 8.07         Greensboro           Guilford                   NC        27405
</TABLE>


                                      B-3
<PAGE>

<TABLE>
<CAPTION>

LOAN #                     PROPERTY NAME               ORIGINATOR        PROPERTY TYPE                       ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                        <C>                  <C>               <C>
  9         GFS Marketplace Portfolio (23)             MLML                 Retail            Various

 9.01       GFS - Burbank, IL                          MLML                 Retail            8146 South Cicero Avenue

 9.02       GFS - Maumee, OH                           MLML                 Retail            1450 Holland Road

 9.03       GFS - Merrillville, IN                     MLML                 Retail            1601 West 81st Avenue

 9.04       GFS - Indianapolis, IN                     MLML                 Retail            4574 Lafayette Road

 9.05       GFS - Columbus, OH                         MLML                 Retail            6375 Tussing Road

 9.06       GFS - Troy, MI                             MLML                 Retail            2822 East Maple Road

 9.07       GFS - Elkhart, IN                          MLML                 Retail            2700 Cassopolis Street

 9.08       GFS - Rockford, IL                         MLML                 Retail            6955 Garrett Lane

 9.09       GFS - Canton, OH                           MLML                 Retail            4324 Whipple Avenue Northwest

 9.10       GFS - Dublin, OH                           MLML                 Retail            3901 West Dublin Granville Road

 9.11       GFS - Marquette, MI                        MLML                 Retail            3480 US 41 West

 9.12       GFS - Lansing, MI                          MLML                 Retail            454 East Edgewood Boulevard

 9.13       GFS - Mansfield, OH                        MLML                 Retail            1310 North Lexington - Springmill Road

 9.14       GFS - Sandusky, OH                         MLML                 Retail            3818 Milan Road

 9.15       GFS - Port Huron, MI                       MLML                 Retail            4605 24th Avenue

 9.16       GFS - Terre Haute, IN                      MLML                 Retail            5000 South 7th Street

 9.17       GFS - Bay City, MI                         MLML                 Retail            3730 Wilder Road


<CAPTION>

LOAN #            CITY                 COUNTY             STATE      ZIP CODE
--------------------------------------------------------------------------------
<S>        <C>                  <C>                     <C>         <C>
  9        Various              Various                 Various     Various

 9.01      Burbank              Cook                       IL        60459

 9.02      Maumee               Lucas                      OH        43537

 9.03      Merrillville         Lake                       IN        46410

 9.04      Indianapolis         Marion                     IN        46254

 9.05      Reynoldsburg         Franklin                   OH        43068

 9.06      Troy                 Oakland                    MI        48083

 9.07      Elkhart              Elkhart                    IN        46514

 9.08      Rockford             Winnebago                  IL        61104

 9.09      Canton               Stark                      OH        44718

 9.10      Dublin               Franklin                   OH        43017

 9.11      Marquette            Marquette                  MI        49855

 9.12      Lansing              Ingham                     MI        48911

 9.13      Mansfield            Richland                   OH        44906

 9.14      Sandusky             Erie                       OH        44870

 9.15      Fort Gratiot         St. Clair                  MI        48059

 9.16      Terre Haute          Vigo                       IN        47802

 9.17      Bay City             Bay                        MI        48706
</TABLE>


                                      B-4
<PAGE>

<TABLE>
<CAPTION>


LOAN #                     PROPERTY NAME               ORIGINATOR        PROPERTY TYPE                       ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                        <C>           <C>                        <C>
  10        MHC Portfolio - Mariner's Cove             BOA           Manufactured Housing       51 Pine Drive

  11        The Clubs at Rhodes Ranch                  KEY               Multifamily            8975 West Warm Springs Road

  12        Clarkstown Executive Park                  MLML               Industrial            704 & 706 Executive Boulevard and
                                                                                                612 & 614 Corporate Way

  13        Paragon Business Center                    MLML                 Office              25020-25061 Avenue Stanford

  14        Woodrow Plaza                              MLML                 Retail              645-655 Rossville Avenue

  15        Harrah's Office Complex                    KEY                  Office              1023 Cherry Road

  16        Forest Hills Apartments                    KEY               Multifamily            3950 Goodpasture Lakes Loop Road

  17        Heritage Oaks Apartments                   MLML              Multifamily            10 Vairo Boulevard

  18        Porter Ranch Shopping Center               BOA                  Retail              19300 Rinaldi Street

  19        CrossRoads Towne Center                    MLML                 Retail              12751-12875 West Bell Road

  20        Courtyard by Marriott - Plymouth Meeting   MLML              Hospitality            650 West Germantown Pike

  21        Colorado Club Apartments                   MLML              Multifamily            794 Normandy Street

  22        Kellam MHP Portfolio - Oak Hill            BOA           Manufactured Housing       1 Clubhouse Lane

  23        Encore Hotel Portfolio                     MLML              Hospitality            Various

23.01       Towne Place Suites                         MLML              Hospitality            703 North Shore Drive

23.02       Fairfield Inn                              MLML              Hospitality            619 North Shore Drive

23.03       Fairfield Inn & Suites                     MLML              Hospitality            345 Griffin Bell Drive

  24        Kellam MHP Portfolio - Sturbridge Village  BOA           Manufactured Housing       2300 Snow Goose Drive

<CAPTION>


LOAN #            CITY                 COUNTY             STATE      ZIP CODE
--------------------------------------------------------------------------------
<S>            <C>                  <C>                    <C>         <C>
  10           Millsboro            Sussex                 DE          19966

  11           Las Vegas            Clark                  NV          89148

  12           Valley Cottage       Rockland               NY          10989


  13           Valencia/            Los Angeles            CA          91355
               Santa Clarita
  14           Staten Island        Richmond               NY          10309

  15           Memphis              Shelby                 TN          38117

  16           Eugene               Lane                   OR          97401

  17           State College        Centre                 PA          16803

  18           Porter Ranch         Los Angeles            CA          91326

  19           Surprise             Maricopa               AZ          85374

  20           Plymouth Meeting     Montgomery             PA          19462

  21           Houston              Harris                 TX          77015

  22           Howell               Monmouth               NJ          07731

  23           Various              Various             Various       Various

23.01          Jeffersonville       Clark                  IN          47130

23.02          Jeffersonville       Clark                  IN          47130

23.03          Hopkinsville         Christian              KY          42240

  24           Chesapeake           Chesapeake City        VA          23320
</TABLE>


                                      B-5
<PAGE>

<TABLE>
<CAPTION>

LOAN #                     PROPERTY NAME               ORIGINATOR        PROPERTY TYPE                       ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                        <C>             <C>               <C>
  25        Park Place Shopping Center                 KEY             Retail            9525-9545 Chapel Hill Road

  26        Best Buy - Mount Vernon (19)               BOA             Retail            555 East Sandford Boulevard

  27        Patriots Plaza Shopping Center             KEY             Retail            845 Houston Northcutt Boulevard

  28        Kellam MHP Portfolio - Hamlet              BOA      Manufactured Housing     665 Saco Street

  29        Port Columbus IV                           MLML            Office            2780 Airport Drive

  30        Barkley Trails Apartments                  MLML         Multifamily          3100-3132 Racine Street

  31        Beaverton Town Square                      MLML            Retail            11781 Southwest Beaverton Hillsdale Highway

  32        Conroe Integrated Medical Plaza            BOA             Office            1501 River Pointe Drive

  33        Federal Express Distribution Building      KEY           Industrial          3333 South Grand Avenue

  34        Georgetown Medical Plaza Office Building   KEY             Office            4880 Century Plaza Road

  35        Corona Corporate Park III                  MLML            Office            355 East Rincon Street

  36        Escondido Valley Center                    MLML            Retail            1352 West Valley Parkway

  37        MHC Portfolio - Camelot Meadows            BOA      Manufactured Housing     303 Palace Street

  38        Rivertree Landings Apartments              MLML         Multifamily          6909 Indian River Drive

  39        Dick's at the Crossing at Smithfield       KEY             Retail            371 Putnam Pike (Route 44)

  40        International Place Office                 MLML            Office            119 International Drive and
                                                                                         15 & 19 Rye Street

  41        Rigsby Road Shopping Center                KEY             Retail            2000 SE Loop 410

  42        Westwood Apartments                        MLML         Multifamily          6800 Villa DeCosta Drive

<CAPTION>

LOAN #            CITY                 COUNTY              STATE     ZIP CODE
--------------------------------------------------------------------------------
<S>           <C>                  <C>                      <C>       <C>
  25          Morrisville          Wake                     NC        27513

  26          Mount Vernon         Westchester              NY        10550

  27          Mount Pleasant       Charleston               SC        29464

  28          Westbrook            Cumberland               ME        04092

  29          Columbus             Franklin                 OH        43219

  30          Bellingham           Whatcom                  WA        98226

  31          Beaverton            Washington               OR        97005

  32          Conroe               Montgomery               TX        77304

  33          Los Angeles          Los Angeles              CA        90007

  34          Indianapolis         Marion                   IN        46254

  35          Corona               Riverside                CA        92879

  36          Escondido            San Diego                CA        92029

  37          Rehoboth Beach       Sussex                   DE        19971

  38          Tampa                Hillsborough             FL        33617

  39          Smithfield           Providence               RI        02917

  40          Portsmouth           Rockingham               NH        03801


  41          San Antonio          Bexar                    TX        78220

  42          Orlando              Orange                   FL        32821
</TABLE>


                                      B-6
<PAGE>

<TABLE>
<CAPTION>

LOAN #                     PROPERTY NAME               ORIGINATOR        PROPERTY TYPE                       ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                        <C>               <C>                    <C>
  43        Dam Neck Commerce Park                     MLML              Self Storage           3212 Dam Neck Road

  44        Mountain Dream Center                      MLML               Mixed Use             11105-11165 South Eastern Avenue

  45        Bozeman Center                             MLML                 Retail              1601-1631 West Main Street

  46        Gables East and West                       MLML              Multifamily            15441 & 15505 Nordhoff Street

  47        Garden Park Apartments                     BOA               Multifamily            1609 Sherry Lane

  48        Fallbrook Hills Apartments                 MLML              Multifamily            744 West Fallbrook Street

  49        Seville - Commerce Bank                    MLML                 Retail              1470 Second Avenue

  50        The Ponde Apartments (20)                  MLML              Multifamily            1224 East Lamar Boulevard

  51        Southern Hills Medical Office Building C   BOA                  Office              397 Wallace Road

  52        Mid-Towne Self Storage                     KEY               Self Storage           1160 Third Avenue

  53        Raible Place Apartments (21)               KEY               Multifamily            1216 North Britain Road

  54        MHC Portfolio - Desert Skies               BOA           Manufactured Housing       19802 North 32nd Street

  55        24955 Pacific Coast Highway                MLML                 Office              24955 Pacific Coast Highway

  56        Wymberly Crossing Apartments (22)          MLML              Multifamily            3001 South Carrier Parkway

  57        Orleans East Apartments                    MLML              Multifamily            13733 Chef Menteur Highway

  58        US Storage Centers - Harbor City           BOA               Self Storage           24490 Frampton Avenue

  59        CVS Long Island                            MLML                 Retail              2250 Seamans Neck Road

  60        Walgreens - Traverse City, MI              BOA                  Retail              2350 US Highway 31 North

  61        Walgreens - Fayetteville                   MLML                 Retail              780 North Glynn Street


<CAPTION>

LOAN #            CITY                 COUNTY              STATE     ZIP CODE
--------------------------------------------------------------------------------
<S>         <C>                  <C>                        <C>       <C>
  43        Virginia Beach       Virginia Beach City        VA        23453

  44        Henderson            Clark                      NV        89052

  45        Bozeman              Gallatin                   MT        59715

  46        North Hills          Los Angeles                CA        91343

  47        Arlington            Tarrant                    TX        76010

  48        Fallbrook            San Diego                  CA        92028

  49        New York             New York                   NY        10021

  50        Arlington            Tarrant                    TX        76011

  51        Nashville            Davidson                   TN        37211

  52        Chula Vista          San Diego                  CA        91911

  53        Irving               Dallas                     TX        75061

  54        Phoenix              Maricopa                   AZ        85024

  55        Malibu               Los Angeles                CA        90265

  56        Grand Prairie        Dallas                     TX        75052

  57        New Orleans          Orleans                    LA        70129

  58        Harbor City          Los Angeles                CA        90710

  59        Seaford              Nassau                     NY        11783

  60        Traverse City        Grand Traverse             MI        49686

  61        Fayetteville         Fayette                    GA        30214
</TABLE>


                                      B-7
<PAGE>

<TABLE>
<CAPTION>

LOAN #                     PROPERTY NAME               ORIGINATOR        PROPERTY TYPE                       ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                        <C>           <C>                        <C>
  62        Jupiter Commerce Center                    MLML                 Office              13657 Jupiter Road

  63        Promenade West                             MLML                 Retail              2211-2339 South University Drive

  64        Highland Self-Storage                      KEY               Self Storage           1775 East Highland Avenue

  65        MHC Portfolio - Whispering Palms           BOA           Manufactured Housing       19225 North Cave Creek Road

  66        Walgreen's at Embassy Plaza                MLML                 Retail              3760 West Ina Road

  67        AAA Quality Self Storage                   KEY               Self Storage           2681 Walnut Avenue

  68        Walnut Town & Country Shopping Center      MLML                 Retail              1205-1245 North Grand Avenue

  69        Gladstone Industrial                       MLML               Industrial            12423 Gladstone Avenue

  70        Old Town Self Storage                      MLML              Self Storage           930 Catherine Street

  71        Walgreens - Port Huron, MI                 KEY                  Retail              1617 10th Street

  72        Pulaski Shopping Center                    KEY                  Retail              1653 West College Street

<CAPTION>

LOAN #            CITY                 COUNTY             STATE      ZIP CODE
--------------------------------------------------------------------------------
<S>           <C>                  <C>                     <C>       <C>
  62          Dallas               Dallas                  TX        75238

  63          Davie                Broward                 FL        33324

  64          San Bernardino       San Bernardino          CA        92404

  65          Phoenix              Maricopa                AZ        85024

  66          Marana               Pima                    AZ        85741

  67          Tustin               Orange                  CA        92780

  68          Walnut               Los Angeles             CA        91789

  69          Sylmar               Los Angeles             CA        91342

  70          Key West             Monroe                  FL        33040

  71          Port Huron           St. Clair               MI        48060

  72          Pulaski              Giles                   TN        38478
</TABLE>


                                      B-8
<PAGE>



<TABLE>
<CAPTION>

LOAN #                    PROPERTY NAME                                    CUTOFF BALANCE              ORIGINAL BALANCE
-----------------------------------------------------------------------------------------------------------------------
<S>         <S>                                                           <C>                           <C>
  1         Great Mall of the Bay Area                                    151,000,000.00                151,000,000.00

  2         Galileo Pool # 1 (10)                                          77,000,000.00                 77,000,000.00

 2.01       Springhurst                                                    36,261,000.00                 36,261,000.00

 2.02       Lions Head                                                      8,000,000.00                  8,000,000.00

 2.03       Seacoast Shopping Center                                        7,034,000.00                  7,034,000.00

 2.04       Kingston Overlook                                               5,629,000.00                  5,629,000.00

 2.05       Garden City Plaza                                               3,910,000.00                  3,910,000.00

 2.06       Northridge Plaza                                                3,868,000.00                  3,868,000.00

 2.07       Marketplace at Flower Mound                                     3,475,000.00                  3,475,000.00

 2.08       Chestnut Hills                                                  2,169,000.00                  2,169,000.00

 2.09       Lady's Island Shopping Center                                   1,866,000.00                  1,866,000.00

 2.10       Anderson Plaza                                                  1,514,000.00                  1,514,000.00

 2.11       Bulloch Plaza                                                   1,297,000.00                  1,297,000.00

 2.12       Briarcliff Square                                               1,187,000.00                  1,187,000.00

 2.13       Collins Park Commons                                              790,000.00                    790,000.00

  3         Douglas Entrance                                               57,500,000.00                 57,500,000.00

<CAPTION>

LOAN #            MONTHLY DEBT            ORIGINAL MORTGAGE            PRIMARY SERVICING             MASTER SERVICING
                    SERVICE                     RATE (%)                   FEE RATE (%)                  FEE RATE (%)
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>                        <C>                          <C>                           <C>
  1                 613,060.00                 4.8000                       0.0200                        0.0100

  2                 347,138.46                 5.3300                       0.0200                        0.0100

 2.01

 2.02

 2.03

 2.04

 2.05

 2.06

 2.07

 2.08

 2.09

 2.10

 2.11

 2.12

 2.13

  3                 249,348.02                 5.1325                       0.0200                        0.0200
</TABLE>


                                      B-9
<PAGE>

<TABLE>
<CAPTION>

LOAN #                    PROPERTY NAME                                    CUTOFF BALANCE              ORIGINAL BALANCE
-----------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                            <C>                           <C>
  4         Galileo Pool # 2 (10)                                          54,000,000.00                 54,000,000.00

 4.01       Cobblestone Village                                            21,197,000.00                 21,197,000.00

 4.02       North Haven Crossing                                            7,390,000.00                  7,390,000.00

 4.03       Coastal Way                                                     4,935,000.00                  4,935,000.00

 4.04       Cosby Station                                                   3,182,000.00                  3,182,000.00

 4.05       Strawbridge                                                     2,894,000.00                  2,894,000.00

 4.06       East Ridge Crossing                                             2,706,000.00                  2,706,000.00

 4.07       Jasper Square                                                   2,126,000.00                  2,126,000.00

 4.08       Valley Commons                                                  1,807,000.00                  1,807,000.00

 4.09       58 Crossing                                                     1,758,000.00                  1,758,000.00

 4.10       County Park Plaza                                               1,414,000.00                  1,414,000.00

 4.11       Lunenburg Crossing                                              1,410,000.00                  1,410,000.00

 4.12       Statesboro Square                                               1,196,000.00                  1,196,000.00

 4.13       Beach Crossing                                                  1,098,000.00                  1,098,000.00

 4.14       Buena Vista                                                       887,000.00                    887,000.00

  5         Pasadena Courtyard by Marriott                                 38,500,000.00                 38,500,000.00

  6         ARC MHC 10 Year 2 Portfolio                                    35,879,107.91                 35,952,000.00

 6.01       Crescentwood Village                                            7,903,942.33                  7,920,000.00

 6.02       Southfork                                                       5,716,386.57                  5,728,000.00


<CAPTION>

LOAN #            MONTHLY DEBT            ORIGINAL MORTGAGE            PRIMARY SERVICING             MASTER SERVICING
                    SERVICE                     RATE (%)                   FEE RATE (%)                  FEE RATE (%)
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>                        <C>                          <C>                           <C>
  4                 228,760.18                 5.0100                       0.0200                        0.0100

 4.01

 4.02

 4.03

 4.04

 4.05

 4.06

 4.07

 4.08

 4.09

 4.10

 4.11

 4.12

 4.13

 4.14

  5                 189,968.98                 5.8400                       0.0200                        0.0100

  6                 204,808.72                 5.5300                       0.0200                        0.0100

 6.01

 6.02
</TABLE>


                                      B-10
<PAGE>

<TABLE>
<CAPTION>

LOAN #                    PROPERTY NAME                                    CUTOFF BALANCE              ORIGINAL BALANCE
-----------------------------------------------------------------------------------------------------------------------
<S>          <C>                                                             <C>                           <C>
  6.03       Friendly Village                                                5,349,132.69                  5,360,000.00

  6.04       Stony Brook North                                               4,391,079.07                  4,400,000.00

  6.05       Viking Villa                                                    4,151,565.67                  4,160,000.00

  6.06       Ridgewood Estates                                               3,896,084.70                  3,904,000.00

  6.07       Pedaler's Pond                                                  2,634,647.44                  2,640,000.00

  6.08       Redwood Village                                                 1,117,729.22                  1,120,000.00

  6.09       Plainview                                                         718,540.21                    720,000.00

   7         WestPoint Crossing Shopping Center                             27,969,696.76                 28,000,000.00

   8         ARC MHC 5 Year 2 Portfolio                                     25,099,522.09                 25,156,000.00

  8.01       Torrey Hills                                                    9,826,887.94                  9,849,000.00

  8.02       Smoke Creek                                                     5,347,966.23                  5,360,000.00

  8.03       Ortega Village                                                  3,047,143.44                  3,054,000.00

  8.04       Deerhurst                                                       2,953,354.48                  2,960,000.00

  8.05       Glen Acres                                                      1,524,569.48                  1,528,000.00

  8.06       Shadow Mountain                                                 1,494,636.83                  1,498,000.00

  8.07       Gallant Estates                                                   904,963.69                    907,000.00

   9         GFS Marketplace Portfolio (23)                                 22,213,790.70                 23,540,000.00

  9.01       GFS - Burbank, IL                                               2,040,947.48                  2,070,000.00

  9.02       GFS - Maumee, OH                                                1,952,210.63                  1,980,000.00


<CAPTION>

LOAN #            MONTHLY DEBT            ORIGINAL MORTGAGE            PRIMARY SERVICING             MASTER SERVICING
                    SERVICE                     RATE (%)                   FEE RATE (%)                  FEE RATE (%)
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>                        <C>                          <C>                           <C>
  6.03

  6.04

  6.05

  6.06

  6.07

  6.08

  6.09

   7                160,036.57                 5.5600                       0.0200                        0.0100

   8                135,812.61                 5.0500                       0.0200                        0.0100

  8.01

  8.02

  8.03

  8.04

  8.05

  8.06

  8.07

   9                135,748.19                 5.3000                       0.0200                        0.0100

  9.01

  9.02
</TABLE>



                                      B-11
<PAGE>

<TABLE>
<CAPTION>

LOAN #                    PROPERTY NAME                                    CUTOFF BALANCE              ORIGINAL BALANCE
-----------------------------------------------------------------------------------------------------------------------
<S>          <C>                                                             <C>                           <C>
  9.03       GFS - Merrillville, IN                                          1,725,438.69                  1,750,000.00

  9.04       GFS - Indianapolis, IN                                          1,350,772.00                  1,370,000.00

  9.05       GFS - Columbus, OH                                              1,350,772.00                  1,370,000.00

  9.06       GFS - Troy, MI                                                  1,262,035.16                  1,280,000.00

  9.07       GFS - Elkhart, IN                                               1,252,175.51                  1,270,000.00

  9.08       GFS - Rockford, IL                                              1,252,175.51                  1,270,000.00

  9.09       GFS - Canton, OH                                                1,242,315.86                  1,260,000.00

  9.10       GFS - Dublin, OH                                                1,193,017.61                  1,210,000.00

  9.11       GFS - Marquette, MI                                             1,183,157.96                  1,200,000.00

  9.12       GFS - Lansing, MI                                               1,163,438.66                  1,180,000.00

  9.13       GFS - Mansfield, OH                                             1,143,719.36                  1,160,000.00

  9.14       GFS - Sandusky, OH                                              1,094,421.11                  1,110,000.00

  9.15       GFS - Port Huron, MI                                            1,025,403.57                  1,040,000.00

  9.16       GFS - Terre Haute, IN                                             995,824.62                  1,010,000.00

  9.17       GFS - Bay City, MI                                                985,964.97                  1,000,000.00

   10        MHC Portfolio - Mariner's Cove                                 16,452,380.00                 16,452,380.00

   11        The Clubs at Rhodes Ranch                                      16,400,000.00                 16,400,000.00

   12        Clarkstown Executive Park                                      15,975,862.68                 16,000,000.00

   13        Paragon Business Center                                        15,507,814.30                 15,525,000.00


<CAPTION>

LOAN #            MONTHLY DEBT            ORIGINAL MORTGAGE            PRIMARY SERVICING             MASTER SERVICING
                    SERVICE                     RATE (%)                   FEE RATE (%)                  FEE RATE (%)
---------------------------------------------------------------------------------------------------------------------
<S>                  <C>                       <C>                          <C>                           <C>
  9.03

  9.04

  9.05

  9.06

  9.07

  9.08

  9.09

  9.10

  9.11

  9.12

  9.13

  9.14

  9.15

  9.16

  9.17

   10                88,030.29                 6.3270                       0.1000                        0.0200

   11                75,794.95                 5.4700                       0.0300                        0.0200

   12               100,270.65                 5.7100                       0.0200                        0.0100

   13                87,565.70                 5.4400                       0.0200                        0.0100
</TABLE>


                                      B-12
<PAGE>

<TABLE>
<CAPTION>

LOAN #                    PROPERTY NAME                                    CUTOFF BALANCE              ORIGINAL BALANCE
-----------------------------------------------------------------------------------------------------------------------
<S>          <S>                                                            <C>                           <C>
   14        Woodrow Plaza                                                  14,953,044.04                 15,000,000.00

   15        Harrah's Office Complex                                        13,977,423.38                 14,000,000.00

   16        Forest Hills Apartments                                        13,160,000.00                 13,160,000.00

   17        Heritage Oaks Apartments                                       13,147,944.24                 13,200,000.00

   18        Porter Ranch Shopping Center                                   12,373,307.49                 12,400,000.00

   19        CrossRoads Towne Center                                        12,253,108.63                 12,300,000.00

   20        Courtyard by Marriott - Plymouth Meeting                       12,231,064.31                 12,250,000.00

   21        Colorado Club Apartments                                       12,000,000.00                 12,000,000.00

   22        Kellam MHP Portfolio - Oak Hill                                11,656,703.14                 11,680,000.00

   23        Encore Hotel Portfolio                                         11,334,572.10                 11,380,000.00

 23.01       Towne Place Suites                                              4,432,236.00                  4,450,000.00

 23.02       Fairfield Inn                                                   4,183,234.00                  4,200,000.00

 23.03       Fairfield Inn & Suites                                          2,719,102.10                  2,730,000.00

   24        Kellam MHP Portfolio - Sturbridge Village                      11,255,621.63                 11,280,000.00

   25        Park Place Shopping Center                                     11,175,324.56                 11,200,000.00

   26        Best Buy - Mount Vernon (19)                                   10,965,239.11                 11,000,000.00

   27        Patriots Plaza Shopping Center                                 10,795,657.16                 10,820,000.00

   28        Kellam MHP Portfolio - Hamlet                                  10,537,092.13                 10,560,000.00

   29        Port Columbus IV                                                9,454,967.82                  9,500,000.00

<CAPTION>

LOAN #            MONTHLY DEBT            ORIGINAL MORTGAGE            PRIMARY SERVICING             MASTER SERVICING
                    SERVICE                     RATE (%)                   FEE RATE (%)                  FEE RATE (%)
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>                       <C>                          <C>                           <C>
   14               87,822.01                 5.7800                       0.0200                        0.0100

   15               84,059.95                 5.2700                       0.0300                        0.0200

   16               78,082.98                 5.0500                       0.0200                        0.0100

   17               56,202.14                 5.8750                       0.0300                        0.0200

   18               68,473.26                 5.2500                       0.1000                        0.0200

   19               74,061.33                 6.0400                       0.0200                        0.0100

   20               75,591.94                 5.5500                       0.0200                        0.0100

   21               55,763.89                 5.5000                       0.0200                        0.0100

   22               67,092.94                 5.6055                       0.1000                        0.0200

   23               77,265.80                 6.5600                       0.0200                        0.0100

 23.01

 23.02

 23.03

   24               62,157.29                 5.2312                       0.1000                        0.0200

   25               61,085.95                 5.1400                       0.0300                        0.0200

   26               64,053.32                 5.7300                       0.1000                        0.0200

   27               58,348.90                 5.0400                       0.0300                        0.0200

   28               58,074.21                 5.2135                       0.1000                        0.0200

   29               56,652.27                 5.9500                       0.0200                        0.0100
</TABLE>


                                      B-13
<PAGE>

<TABLE>
<CAPTION>

LOAN #                    PROPERTY NAME                                    CUTOFF BALANCE              ORIGINAL BALANCE
-----------------------------------------------------------------------------------------------------------------------
<S>          <C>                                                             <C>                           <C>
   30        Barkley Trails Apartments                                       8,556,182.01                  8,600,000.00

   31        Beaverton Town Square                                           8,539,473.48                  8,600,000.00

   32        Conroe Integrated Medical Plaza                                 8,175,326.73                  8,200,000.00

   33        Federal Express Distribution Building                           8,173,144.91                  8,200,000.00

   34        Georgetown Medical Plaza Office Building                        8,084,069.09                  8,100,000.00

   35        Corona Corporate Park III                                       7,591,759.32                  7,600,000.00

   36        Escondido Valley Center                                         7,574,805.18                  7,600,000.00

   37        MHC Portfolio - Camelot Meadows                                 7,360,146.23                  7,408,524.00

   38        Rivertree Landings Apartments                                   7,120,000.00                  7,120,000.00

   39        Dick's at the Crossing at Smithfield                            7,028,508.07                  7,050,000.00

   40        International Place Office                                      6,987,653.30                  7,000,000.00

   41        Rigsby Road Shopping Center                                     6,822,007.48                  6,850,000.00

   42        Westwood Apartments                                             6,686,209.39                  6,700,000.00

   43        Dam Neck Commerce Park                                          6,589,766.90                  6,600,000.00

   44        Mountain Dream Center                                           6,580,371.25                  6,600,000.00

   45        Bozeman Center                                                  6,543,083.19                  6,550,000.00

   46        Gables East and West                                            6,500,000.00                  6,500,000.00

   47        Garden Park Apartments                                          6,476,510.30                  6,500,000.00

   48        Fallbrook Hills Apartments                                      6,473,705.59                  6,500,000.00


<CAPTION>

LOAN #            MONTHLY DEBT            ORIGINAL MORTGAGE            PRIMARY SERVICING             MASTER SERVICING
                    SERVICE                     RATE (%)                   FEE RATE (%)                  FEE RATE (%)
---------------------------------------------------------------------------------------------------------------------
<S>                  <C>                       <C>                          <C>                           <C>
   30                49,425.04                 5.6100                       0.0200                        0.0100

   31                70,269.18                 5.5000                       0.0200                        0.0100

   32                49,964.17                 5.4200                       0.1000                        0.0200

   33                46,764.70                 5.5400                       0.0300                        0.0200

   34                46,858.56                 5.6700                       0.0300                        0.0200

   35                43,032.83                 5.5500                       0.0200                        0.0100

   36                43,390.68                 5.4750                       0.0200                        0.0100

   37                41,370.21                 5.3500                       0.1000                        0.0200

   38                38,265.23                 5.0100                       0.0200                        0.0100

   39                41,906.39                 5.9200                       0.0300                        0.0200

   40                42,691.30                 6.1600                       0.0200                        0.0100

   41                39,757.43                 5.7000                       0.0300                        0.0200

   42                37,873.89                 5.4600                       0.0200                        0.0100

   43                39,782.75                 5.5300                       0.0200                        0.0100

   44                40,648.10                 6.0500                       0.0200                        0.0100

   45                37,974.73                 5.6900                       0.0200                        0.0100

   46                37,932.24                 6.0200                       0.0200                        0.0100

   47                33,106.52                 5.0100                       0.0200                        0.0100

   48                34,933.14                 5.7500                       0.1000                        0.0200
</TABLE>


                                      B-14
<PAGE>

<TABLE>
<CAPTION>

LOAN #                    PROPERTY NAME                                    CUTOFF BALANCE              ORIGINAL BALANCE
-----------------------------------------------------------------------------------------------------------------------
<S>          <C>                                                             <C>                           <C>
   49        Seville - Commerce Bank                                         6,463,329.43                  6,480,000.00

   50        The Ponde Apartments (20)                                       6,283,820.52                  6,310,000.00

   51        Southern Hills Medical Office Building C                        5,884,253.93                  5,905,183.00

   52        Mid-Towne Self Storage                                          5,084,986.57                  5,100,000.00

   53        Raible Place Apartments (21)                                    5,081,501.68                  5,100,000.00

   54        MHC Portfolio - Desert Skies                                    5,045,646.00                  5,045,646.00

   55        24955 Pacific Coast Highway                                     4,759,291.10                  4,800,000.00

   56        Wymberly Crossing Apartments (22)                               4,531,122.56                  4,550,000.00

   57        Orleans East Apartments                                         4,495,166.45                  4,500,000.00

   58        US Storage Centers - Harbor City                                4,491,110.81                  4,500,000.00

   59        CVS Long Island                                                 4,394,999.93                  4,400,000.00

   60        Walgreens - Traverse City, MI                                   4,376,819.00                  4,390,000.00

   61        Walgreens - Fayetteville                                        4,195,488.68                  4,200,000.00

   62        Jupiter Commerce Center                                         3,634,595.39                  3,650,000.00

   63        Promenade West                                                  3,451,561.30                  3,500,000.00

   64        Highland Self-Storage                                           3,358,439.41                  3,365,000.00

   65        MHC Portfolio - Whispering Palms                                3,219,209.00                  3,219,209.00

   66        Walgreen's at Embassy Plaza                                     3,137,691.44                  3,150,000.00

   67        AAA Quality Self Storage                                        2,982,669.82                  3,000,000.00


<CAPTION>

LOAN #            MONTHLY DEBT            ORIGINAL MORTGAGE            PRIMARY SERVICING             MASTER SERVICING
                    SERVICE                     RATE (%)                   FEE RATE (%)                  FEE RATE (%)
---------------------------------------------------------------------------------------------------------------------
<S>                  <C>                       <C>                          <C>                           <C>
   49                38,238.01                 5.4500                       0.0200                        0.0100

   50                36,323.92                 5.6250                       0.0200                        0.0100

   51                32,118.44                 5.1155                       0.1000                        0.0200

   52                27,346.74                 5.5500                       0.0300                        0.0200

   53                31,470.93                 4.9900                       0.0300                        0.0200

   54                26,997.29                 6.3270                       0.1000                        0.0200

   55                35,427.08                 6.2800                       0.0200                        0.0100

   56                26,192.37                 5.6250                       0.0200                        0.0100

   57                25,833.55                 5.6000                       0.0200                        0.0100

   58                25,975.61                 5.6500                       0.1000                        0.0200

   59                24,433.40                 5.3000                       0.0200                        0.0100

   60                26,320.27                 6.0000                       0.1000                        0.0200

   61                24,111.33                 5.6000                       0.0200                        0.0100

   62                20,815.99                 5.5400                       0.0200                        0.0100

   63                29,299.15                 5.8750                       0.0200                        0.0100

   64                19,551.80                 5.7100                       0.0300                        0.0200

   65                17,224.74                 6.3270                       0.1000                        0.0200

   66                18,724.13                 5.9200                       0.0200                        0.0100

   67                19,073.12                 5.8600                       0.0300                        0.0200
</TABLE>


                                      B-15
<PAGE>

<TABLE>
<CAPTION>

LOAN #                    PROPERTY NAME                                    CUTOFF BALANCE              ORIGINAL BALANCE
-----------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                             <C>                           <C>
   68        Walnut Town & Country Shopping Center                           2,860,419.76                  2,900,000.00

   69        Gladstone Industrial                                            2,700,000.00                  2,700,000.00

   70        Old Town Self Storage                                           2,516,056.54                  2,530,000.00

   71        Walgreens - Port Huron, MI                                      2,397,000.00                  2,397,000.00

   72        Pulaski Shopping Center                                         1,873,175.86                  1,875,000.00

<CAPTION>

LOAN #            MONTHLY DEBT            ORIGINAL MORTGAGE            PRIMARY SERVICING             MASTER SERVICING
                    SERVICE                     RATE (%)                   FEE RATE (%)                  FEE RATE (%)
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>                       <C>                          <C>                           <C>
   68                24,526.72                 6.0350                       0.0200                        0.0100

   69                15,043.57                 5.3300                       0.0200                        0.0100

   70                16,533.59                 6.1500                       0.0200                        0.0100

   71                 9,667.90                 4.8400                       0.0300                        0.0200

   72                11,386.64                 6.1200                       0.0300                        0.0200
</TABLE>


                                      B-16
<PAGE>

<TABLE>
<CAPTION>

                                                                       NET MORTGAGE
LOAN #                           PROPERTY NAME                            RATE (%)        ACCRUAL TYPE         TERM        REM. TERM
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                            <C>                    <C>           <C>            <C>
  1         Great Mall of the Bay Area                                     4.7677          Actual/360           60             52

  2         Galileo Pool # 1 (10)                                          5.2977          Actual/360           60             54

 2.01       Springhurst

 2.02       Lions Head

 2.03       Seacoast Shopping Center

 2.04       Kingston Overlook

 2.05       Garden City Plaza

 2.06       Northridge Plaza

 2.07       Marketplace at Flower Mound

 2.08       Chestnut Hills

 2.09       Lady's Island Shopping Center

 2.10       Anderson Plaza

 2.11       Bulloch Plaza

 2.12       Briarcliff Square

 2.13       Collins Park Commons

  3         Douglas Entrance                                               5.0902          Actual/360           84             82


<CAPTION>

LOAD #    MATURITY DATE        ARD DATE         AMORT TERM        REM. AMORT           GROUND LEASE           ARD
------------------------------------------------------------------------------------------------------------------
<S>          <C>               <C>                 <C>                <C>             <C>                      <C>
  1          9/1/08             9/1/08              0                  0                    No                 No

  2          11/1/08           11/1/08              0                  0              Fee/Leasehold            No

 2.01                                                                                       No

 2.02                                                                                       No

 2.03                                                                                       No

 2.04                                                                                 Fee/Leasehold

 2.05                                                                                       No

 2.06                                                                                       No

 2.07                                                                                       No

 2.08                                                                                       No

 2.09                                                                                       No

 2.10                                                                                       No

 2.11                                                                                       No

 2.12                                                                                       No

 2.13                                                                                       No

  3          3/1/11             3/1/11             360                360                   No                 No
</TABLE>


                                      B-17
<PAGE>

<TABLE>
<CAPTION>
                                                                       NET MORTGAGE
LOAN #                           PROPERTY NAME                            RATE (%)        ACCRUAL TYPE         TERM        REM. TERM
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                            <C>             <C>                 <C>            <C>
  4         Galileo Pool # 2 (10)                                          4.9777          Actual/360           84             78

 4.01       Cobblestone Village

 4.02       North Haven Crossing

 4.03       Coastal Way

 4.04       Cosby Station

 4.05       Strawbridge

 4.06       East Ridge Crossing

 4.07       Jasper Square

 4.08       Valley Commons

 4.09       58 Crossing

 4.10       County Park Plaza

 4.11       Lunenburg Crossing

 4.12       Statesboro Square

 4.13       Beach Crossing

 4.14       Buena Vista

  5         Pasadena Courtyard by Marriott                                 5.8077          Actual/360          120            119

  6         ARC MHC 10 Year 2 Portfolio                                    5.4977          Actual/360          120            118

 6.01       Crescentwood Village

 6.02       Southfork

<CAPTION>

LOAD #      MATURITY DATE        ARD DATE         AMORT TERM        REM. AMORT           GROUND LEASE           ARD
---------------------------------------------------------------------------------------------------------------------
<S>             <C>               <C>                <C>                <C>                    <C>               <C>
  4             11/1/10           11/1/10              0                  0                    No                No

 4.01                                                                                          No

 4.02                                                                                          No

 4.03                                                                                          No

 4.04                                                                                          No

 4.05                                                                                          No

 4.06                                                                                          No

 4.07                                                                                          No

 4.08                                                                                          No

 4.09                                                                                          No

 4.10                                                                                          No

 4.11                                                                                          No

 4.12                                                                                          No

 4.13                                                                                          No

 4.14                                                                                          No

  5             4/1/14             4/1/14             288                288                   No                No

  6             3/1/14             3/1/14             360                358                   No                No

 6.01                                                                                          No

 6.02                                                                                          No
</TABLE>


                                      B-18
<PAGE>

<TABLE>
<CAPTION>
                                                                       NET MORTGAGE
LOAN #                           PROPERTY NAME                            RATE (%)        ACCRUAL TYPE         TERM        REM. TERM
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                            <C>             <C>                 <C>            <C>
 6.03       Friendly Village

 6.04       Stony Brook North

 6.05       Viking Villa

 6.06       Ridgewood Estates

 6.07       Pedaler's Pond

 6.08       Redwood Village

 6.09       Plainview

  7         WestPoint Crossing Shopping Center                             5.5277          Actual/360          120            119

  8         ARC MHC 5 Year 2 Portfolio                                     5.0177          Actual/360           60             58

 8.01       Torrey Hills

 8.02       Smoke Creek

 8.03       Ortega Village

 8.04       Deerhurst

 8.05       Glen Acres

 8.06       Shadow Mountain

 8.07       Gallant Estates

  9         GFS Marketplace Portfolio (23)                                 5.2677          Actual/360          120            111

 9.01       GFS - Burbank, IL

 9.02       GFS - Maumee, OH

<CAPTION>

LOAD #      MATURITY DATE        ARD DATE         AMORT TERM        REM. AMORT           GROUND LEASE           ARD
---------------------------------------------------------------------------------------------------------------------
<S>             <C>                <C>                <C>                <C>                   <C>              <C>
 6.03                                                                                          No

 6.04                                                                                          No

 6.05                                                                                          No

 6.06                                                                                          No

 6.07                                                                                          No

 6.08                                                                                          No

 6.09                                                                                          No

  7             4/1/14             4/1/14             360                359                   No                No

  8             3/1/09             3/1/09             360                358                   No                No

 8.01                                                                                          No

 8.02                                                                                          No

 8.03                                                                                          No

 8.04                                                                                          No

 8.05                                                                                          No

 8.06                                                                                          No

 8.07                                                                                          No

  9             8/1/13             8/1/28             300                291                   No               Yes

 9.01                                                                                          No

 9.02                                                                                          No
</TABLE>



                                      B-19
<PAGE>

<TABLE>
<CAPTION>

                                                                       NET MORTGAGE
LOAN #                           PROPERTY NAME                            RATE (%)        ACCRUAL TYPE         TERM        REM. TERM
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                            <C>             <C>                 <C>            <C>
 9.03       GFS - Merrillville, IN

 9.04       GFS - Indianapolis, IN

 9.05       GFS - Columbus, OH

 9.06       GFS - Troy, MI

 9.07       GFS - Elkhart, IN

 9.08       GFS - Rockford, IL

 9.09       GFS - Canton, OH

 9.10       GFS - Dublin, OH

 9.11       GFS - Marquette, MI

 9.12       GFS - Lansing, MI

 9.13       GFS - Mansfield, OH

 9.14       GFS - Sandusky, OH

 9.15       GFS - Port Huron, MI

 9.16       GFS - Terre Haute, IN

 9.17       GFS - Bay City, MI

  10        MHC Portfolio - Mariner's Cove                                 6.2047          Actual/360          144            138

  11        The Clubs at Rhodes Ranch                                      5.3677          Actual/360          120            118

  12        Clarkstown Executive Park                                      5.6777          Actual/360          120            119

  13        Paragon Business Center                                        5.4077          Actual/360          120            119


<CAPTION>

LOAD #      MATURITY DATE        ARD DATE         AMORT TERM        REM. AMORT           GROUND LEASE           ARD
---------------------------------------------------------------------------------------------------------------------
<S>             <C>               <C>                 <C>                <C>                   <C>               <C>
 9.03                                                                                          No

 9.04                                                                                          No

 9.05                                                                                          No

 9.06                                                                                          No

 9.07                                                                                          No

 9.08                                                                                          No

 9.09                                                                                          No

 9.10                                                                                          No

 9.11                                                                                          No

 9.12                                                                                          No

 9.13                                                                                          No

 9.14                                                                                          No

 9.15                                                                                          No

 9.16                                                                                          No

 9.17                                                                                          No

  10            11/1/15           11/1/15             360                360                   No                No

  11            3/1/14             3/1/14             360                360                   No                No

  12            4/1/14             4/1/14             300                299                   No                No

  13            4/1/14             4/1/14             360                359                   No                No
</TABLE>


                                      B-20
<PAGE>

<TABLE>
<CAPTION>
                                                                       NET MORTGAGE
LOAN #                           PROPERTY NAME                            RATE (%)        ACCRUAL TYPE         TERM        REM. TERM
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                            <C>             <C>                 <C>            <C>
  14        Woodrow Plaza                                                  5.7477          Actual/360          120            117

  15        Harrah's Office Complex                                        5.1677            30/360             60             59

  16        Forest Hills Apartments                                        4.9977          Actual/360          120             81

  17        Heritage Oaks Apartments                                       5.8427          Actual/360           84            116

  18        Porter Ranch Shopping Center                                   5.1277          Actual/360           60             58

  19        CrossRoads Towne Center                                        6.0077          Actual/360          120            116

  20        Courtyard by Marriott - Plymouth Meeting                       5.5177          Actual/360           60             59

  21        Colorado Club Apartments                                       5.4677          Actual/360          120            119

  22        Kellam MHP Portfolio - Oak Hill                                5.4832          Actual/360          108            106

  23        Encore Hotel Portfolio                                         6.5277          Actual/360          120            117

23.01       Towne Place Suites

23.02       Fairfield Inn

23.03       Fairfield Inn & Suites

  24        Kellam MHP Portfolio - Sturbridge Village                      5.1089          Actual/360           72             70

  25        Park Place Shopping Center                                     5.0377          Actual/360           60             58

  26        Best Buy - Mount Vernon (19)                                   5.6077          Actual/360          120            117

  27        Patriots Plaza Shopping Center                                 4.9377          Actual/360           60             58

  28        Kellam MHP Portfolio - Hamlet                                  5.0912          Actual/360           84             82

  29        Port Columbus IV                                               5.9177          Actual/360          120            115

<CAPTION>

LOAD #      MATURITY DATE        ARD DATE         AMORT TERM        REM. AMORT           GROUND LEASE           ARD
---------------------------------------------------------------------------------------------------------------------
<S>            <C>                <C>                <C>                <C>                  <C>               <C>
  14           2/1/14             2/1/14             360                357                   No                No

  15           4/1/09             4/1/09             300                299                   No                No

  16           2/1/11             2/1/11             360                356                   No                No

  17           1/1/14             1/1/14             360                360                   No                No

  18           3/1/09             3/1/09             360                358                   No                No

  19           1/1/14             1/1/14             360                356                   No                No

  20           4/1/09             4/1/29             300                299                   No               Yes

  21           4/1/14             4/1/14             348                348                   No                No

  22           3/1/13             3/1/13             360                358                   No                No

  23           2/1/14             2/1/29             300                297                   No               Yes

23.01                                                                                         No

23.02                                                                                         No

23.03                                                                                         No

  24           3/1/10             3/1/10             360                358                   No                No

  25           3/1/09             3/1/09             360                358                   No                No

  26           2/1/14             2/1/14             360                357                  Yes                No

  27           3/1/09             3/1/09             360                358                   No                No

  28           3/1/11             3/1/11             360                358                   No                No

  29           12/1/13           12/1/13             360                355                   No                No
</TABLE>


                                      B-21
<PAGE>

<TABLE>
<CAPTION>
                                                                       NET MORTGAGE
LOAN #                           PROPERTY NAME                            RATE (%)        ACCRUAL TYPE         TERM        REM. TERM
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                            <C>             <C>                 <C>            <C>
  30        Barkley Trails Apartments                                      5.5777          Actual/360          120            115

  31        Beaverton Town Square                                          5.4677          Actual/360          180            178

  32        Conroe Integrated Medical Plaza                                5.2977          Actual/360          120            118

  33        Federal Express Distribution Building                          5.4877          Actual/360          120            117

  34        Georgetown Medical Plaza Office Building                       5.6177          Actual/360          120            118

  35        Corona Corporate Park III                                      5.4177          Actual/360          120            119

  36        Escondido Valley Center                                        5.4427          Actual/360          120            117

  37        MHC Portfolio - Camelot Meadows                                5.2277          Actual/360           60             54

  38        Rivertree Landings Apartments                                  4.9777          Actual/360          120            120

  39        Dick's at the Crossing at Smithfield                           5.8677          Actual/360          120            117

  40        International Place Office                                     6.1277          Actual/360          120            118

  41        Rigsby Road Shopping Center                                    5.6477          Actual/360          120            116

  42        Westwood Apartments                                            5.3277          Actual/360           84             82

  43        Dam Neck Commerce Park                                         5.4977          Actual/360          120            119

  44        Mountain Dream Center                                          5.9177          Actual/360          120            117

  45        Bozeman Center                                                 5.6577          Actual/360          120            119

  46        Gables East and West                                           5.9877          Actual/360          120            112

  47        Garden Park Apartments                                         4.8877          Actual/360          120             57

  48        Fallbrook Hills Apartments                                     5.7177          Actual/360           60            116

<CAPTION>

LOAD #      MATURITY DATE        ARD DATE         AMORT TERM        REM. AMORT           GROUND LEASE           ARD
---------------------------------------------------------------------------------------------------------------------
<S>            <C>               <C>                 <C>                <C>                  <C>               <C>
  30           12/1/13           12/1/13             360                355                   No                No

  31           3/1/19             3/1/19             180                178                   No                No

  32           3/1/14             3/1/14             300                298                   No                No

  33           2/1/14             2/1/34             360                357                   No               Yes

  34           3/1/14             3/1/34             360                358                   No               Yes

  35           4/1/14             4/1/14             360                357                   No                No

  36           2/1/14             2/1/14             360                359                   No                No

  37           11/1/08           11/1/08             360                354                   No                No

  38           5/1/14             5/1/14             360                360                   No                No

  39           2/1/14             2/1/34             360                357                   No               Yes

  40           3/1/14             3/1/14             360                358                  Yes                No

  41           1/1/14             1/1/14             360                356                   No                No

  42           3/1/11             3/1/11             360                358                   No                No

  43           4/1/14             4/1/14             360                357                   No                No

  44           2/1/14             2/1/14             300                299                   No                No

  45           4/1/14             4/1/14             360                359                   No                No

  46           9/1/13             9/1/13             360                356                   No                No

  47           2/1/09             2/1/09             360                360                   No                No

  48           1/1/14             1/1/14             360                357                   No                No
</TABLE>


                                      B-22
<PAGE>

<TABLE>
<CAPTION>
                                                                       NET MORTGAGE
LOAN #                           PROPERTY NAME                            RATE (%)        ACCRUAL TYPE         TERM        REM. TERM
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                            <C>             <C>                 <C>            <C>
  49        Seville - Commerce Bank                                        5.4177          Actual/360          120            118

  50        The Ponde Apartments (20)                                      5.5927          Actual/360          120            116

  51        Southern Hills Medical Office Building C                       4.9932          Actual/360           60             57

  52        Mid-Towne Self Storage                                         5.4477          Actual/360           60            118

  53        Raible Place Apartments (21)                                   4.9377          Actual/360          120             57

  54        MHC Portfolio - Desert Skies                                   6.2047          Actual/360          144            138

  55        24955 Pacific Coast Highway                                    6.2477          Actual/360          240            236

  56        Wymberly Crossing Apartments (22)                              5.5927          Actual/360          120            116

  57        Orleans East Apartments                                        5.5677          Actual/360          120            119

  58        US Storage Centers - Harbor City                               5.5277          Actual/360          120            118

  59        CVS Long Island                                                5.2677          Actual/360          120            119

  60        Walgreens - Traverse City, MI                                  5.8777          Actual/360          120            117

  61        Walgreens - Fayetteville                                       5.5677          Actual/360          120            119

  62        Jupiter Commerce Center                                        5.5077          Actual/360          120            116

  63        Promenade West                                                 5.8427          Actual/360          180            176

  64        Highland Self-Storage                                          5.6577          Actual/360          120            118

  65        MHC Portfolio - Whispering Palms                               6.2047          Actual/360          144            138

  66        Walgreen's at Embassy Plaza                                    5.8877          Actual/360           77             73

  67        AAA Quality Self Storage                                       5.8077          Actual/360          132            128

<CAPTION>

LOAD #      MATURITY DATE        ARD DATE         AMORT TERM        REM. AMORT           GROUND LEASE           ARD
---------------------------------------------------------------------------------------------------------------------
<S>            <C>                <C>                <C>                <C>                  <C>               <C>
  49           3/1/14             3/1/31             324                322                   No               Yes

  50           1/1/14             1/1/14             360                356                   No                No

  51           2/1/09             2/1/09             360                357             Fee/Leasehold           No

  52           3/1/14             3/1/14             360                357                   No                No

  53           2/1/09             2/1/09             300                298                   No                No

  54           11/1/15           11/1/15             360                360                   No                No

  55           1/1/24             1/1/24             240                236                   No                No

  56           1/1/14             1/1/14             360                356                   No                No

  57           4/1/14             4/1/14             360                359                   No                No

  58           3/1/14             3/1/14             360                358                   No                No

  59           4/1/14             4/1/34             360                359                   No               Yes

  60           2/1/14             2/1/14             360                357                   No                No

  61           4/1/14             4/1/34             360                359                   No               Yes

  62           1/1/14             1/1/14             360                356                   No                No

  63           1/1/19             1/1/19             180                176                   No                No

  64           3/1/14             3/1/14             360                358                   No                No

  65           11/1/15           11/1/15             360                360                   No                No

  66           6/1/10             1/1/34             360                356                  Yes               Yes

  67           1/1/15             1/1/15             300                296                  Yes                No
</TABLE>


                                      B-23
<PAGE>

<TABLE>
<CAPTION>
                                                                       NET MORTGAGE
LOAN #                           PROPERTY NAME                            RATE (%)        ACCRUAL TYPE         TERM        REM. TERM
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                            <C>             <C>                 <C>            <C>
  68        Walnut Town & Country Shopping Center                          6.0027          Actual/360          180            176

  69        Gladstone Industrial                                           5.2977          Actual/360          120            120

  70        Old Town Self Storage                                          6.1177          Actual/360          120            116

  71        Walgreens - Port Huron, MI                                     4.7877            30/360             84             79

  72        Pulaski Shopping Center                                        6.0677          Actual/360          120            119

<CAPTION>

LOAD #      MATURITY DATE        ARD DATE         AMORT TERM        REM. AMORT           GROUND LEASE           ARD
---------------------------------------------------------------------------------------------------------------------
<S>            <C>                <C>                <C>                <C>                  <C>                <C>
  68           1/1/19             1/1/19             180                176                   No                No

  69           5/1/14             5/1/14             360                360                   No                No

  70           1/1/14             1/1/14             300                296                   No                No

  71           12/1/10           12/1/10              0                  0                    No                No

  72           4/1/14             4/1/14             360                359                  Yes                No
</TABLE>


                                      B-24
<PAGE>


<TABLE>
<CAPTION>

LOAN #                           PROPERTY NAME                                           ARD STEP UP (%)
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>
  1         Great Mall of the Bay Area

  2         Galileo Pool # 1 (10)

 2.01       Springhurst

 2.02       Lions Head

 2.03       Seacoast Shopping Center

 2.04       Kingston Overlook

 2.05       Garden City Plaza

 2.06       Northridge Plaza

 2.07       Marketplace at Flower Mound

 2.08       Chestnut Hills

 2.09       Lady's Island Shopping Center

 2.10       Anderson Plaza

 2.11       Bulloch Plaza

 2.12       Briarcliff Square

 2.13       Collins Park Commons

  3         Douglas Entrance

<CAPTION>

                                                                                                    LETTER OF    LOCKBOX IN
LOAN #     ENVIRONMENTAL POLICY    CROSS-DEFAULTED   CROSS-COLLATERALIZED     DEFEASANCE ALLOWED     CREDIT         PLACE
----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                  <C>                  <C>                    <C>               <C>           <C>
  1                 No                   No                   No                     Yes               No            Yes

  2                 No                   No                   No                     Yes               No            Yes

 2.01               No

 2.02               No

 2.03               No

 2.04               No

 2.05               No

 2.06               No

 2.07               No

 2.08               No

 2.09               No

 2.10               No

 2.11               No

 2.12               No

 2.13               No

  3                 No                   No                   No                     Yes               No            Yes
</TABLE>


                                      B-25
<PAGE>


<TABLE>
<CAPTION>

LOAN #                           PROPERTY NAME                                           ARD STEP UP (%)
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>
  4         Galileo Pool # 2 (10)

 4.01       Cobblestone Village

 4.02       North Haven Crossing

 4.03       Coastal Way

 4.04       Cosby Station

 4.05       Strawbridge

 4.06       East Ridge Crossing

 4.07       Jasper Square

 4.08       Valley Commons

 4.09       58 Crossing

 4.10       County Park Plaza

 4.11       Lunenburg Crossing

 4.12       Statesboro Square

 4.13       Beach Crossing

 4.14       Buena Vista

  5         Pasadena Courtyard by Marriott

  6         ARC MHC 10 Year 2 Portfolio

 6.01       Crescentwood Village

 6.02       Southfork

<CAPTION>

                                                                                                    LETTER OF    LOCKBOX IN
LOAN #     ENVIRONMENTAL POLICY    CROSS-DEFAULTED   CROSS-COLLATERALIZED     DEFEASANCE ALLOWED     CREDIT         PLACE
----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                  <C>                  <C>                    <C>               <C>           <C>
  4                 No                   No                   No                     Yes               Yes           Yes

 4.01               No

 4.02               No

 4.03               No

 4.04               No

 4.05               No

 4.06               No

 4.07               No

 4.08               No

 4.09               No

 4.10               No

 4.11               No

 4.12               No

 4.13               No

 4.14               No

  5                 No                   No                   No                     Yes               No            Yes

  6                 No                   Yes                  Yes                    Yes               No            Yes

 6.01               No

 6.02               No
</TABLE>


                                      B-26
<PAGE>

<TABLE>
<CAPTION>

LOAN #                           PROPERTY NAME                                           ARD STEP UP (%)
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>
 6.03       Friendly Village

 6.04       Stony Brook North

 6.05       Viking Villa

 6.06       Ridgewood Estates

 6.07       Pedaler's Pond

 6.08       Redwood Village

 6.09       Plainview

  7         WestPoint Crossing Shopping Center

  8         ARC MHC 5 Year 2 Portfolio

 8.01       Torrey Hills

 8.02       Smoke Creek

 8.03       Ortega Village

 8.04       Deerhurst

 8.05       Glen Acres

 8.06       Shadow Mountain

 8.07       Gallant Estates

  9         GFS Marketplace Portfolio (23)                                                      2

 9.01       GFS - Burbank, IL

 9.02       GFS - Maumee, OH

<CAPTION>

                                                                                                    LETTER OF     LOCKBOX IN
LOAN #     ENVIRONMENTAL POLICY    CROSS-DEFAULTED   CROSS-COLLATERALIZED     DEFEASANCE ALLOWED     CREDIT         PLACE
----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                  <C>                  <C>                    <C>               <C>           <C>
 6.03               No

 6.04               No

 6.05               No

 6.06               No

 6.07               No

 6.08               No

 6.09               No

  7                 No                   No                   No                     Yes               No            Yes

  8                 No                   Yes                  Yes                    Yes               No            Yes

 8.01               No

 8.02               No

 8.03               No

 8.04               No

 8.05               No

 8.06               No

 8.07               No

  9                 No                   No                   No                     Yes               No            Yes

 9.01               No

 9.02               No
</TABLE>


                                      B-27
<PAGE>

<TABLE>
<CAPTION>

LOAN #                           PROPERTY NAME                                           ARD STEP UP (%)
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>
 9.03       GFS - Merrillville, IN

 9.04       GFS - Indianapolis, IN

 9.05       GFS - Columbus, OH

 9.06       GFS - Troy, MI

 9.07       GFS - Elkhart, IN

 9.08       GFS - Rockford, IL

 9.09       GFS - Canton, OH

 9.10       GFS - Dublin, OH

 9.11       GFS - Marquette, MI

 9.12       GFS - Lansing, MI

 9.13       GFS - Mansfield, OH

 9.14       GFS - Sandusky, OH

 9.15       GFS - Port Huron, MI

 9.16       GFS - Terre Haute, IN

 9.17       GFS - Bay City, MI

  10        MHC Portfolio - Mariner's Cove

  11        The Clubs at Rhodes Ranch

  12        Clarkstown Executive Park

  13        Paragon Business Center

<CAPTION>

                                                                                                   LETTER OF     LOCKBOX IN
LOAN #     ENVIRONMENTAL POLICY    CROSS-DEFAULTED   CROSS-COLLATERALIZED     DEFEASANCE ALLOWED     CREDIT         PLACE
----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                  <C>                  <C>                    <C>             <C>             <C>
 9.03               No

 9.04               No

 9.05               No

 9.06               No

 9.07               No

 9.08               No

 9.09               No

 9.10               No

 9.11               No

 9.12               No

 9.13               No

 9.14               No

 9.15               No

 9.16               No

 9.17               No

  10                No                   No                   No                     Yes               No            Yes

  11                No                   No                   No                     Yes             369000

  12                No                   No                   No                     Yes               No

  13                No                   No                   No                     Yes               No
</TABLE>


                                      B-28
<PAGE>

<TABLE>
<CAPTION>

LOAN #                           PROPERTY NAME                                           ARD STEP UP (%)
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>
  14        Woodrow Plaza

  15        Harrah's Office Complex

  16        Forest Hills Apartments

  17        Heritage Oaks Apartments

  18        Porter Ranch Shopping Center

  19        CrossRoads Towne Center

  20        Courtyard by Marriott - Plymouth Meeting                                            2

  21        Colorado Club Apartments

  22        Kellam MHP Portfolio - Oak Hill

  23        Encore Hotel Portfolio                                                              2

23.01       Towne Place Suites

23.02       Fairfield Inn

23.03       Fairfield Inn & Suites

  24        Kellam MHP Portfolio - Sturbridge Village

  25        Park Place Shopping Center

  26        Best Buy - Mount Vernon (19)

  27        Patriots Plaza Shopping Center

  28        Kellam MHP Portfolio - Hamlet

  29        Port Columbus IV

<CAPTION>

                                                                                                    LETTER OF    LOCKBOX IN
LOAN #     ENVIRONMENTAL POLICY    CROSS-DEFAULTED   CROSS-COLLATERALIZED     DEFEASANCE ALLOWED     CREDIT         PLACE
----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                  <C>                  <C>                    <C>               <C>           <C>
  14                No                   No                   No                     Yes               No

  15                No                   No                   No                      No               No            Yes

  16                No                   No                   No                     Yes               No

  17                No                   No                   No                     Yes               No             No

  18                No                   No                   No                     Yes               No

  19                No                   No                   No                     Yes               No

  20                No                   No                   No                     Yes               No            Yes

  21                No                   No                   No                     Yes               No

  22                No                   No                   No                     Yes               No

  23                No                   No                   No                     Yes               No            Yes

23.0                No

23.0                No

23.0                No

  24                No                   No                   No                     Yes               No

  25                No                   No                   No                     Yes               No

  26                No                   No                   No                     Yes               No

  27                No                   No                   No                     Yes               No

  28                No                   No                   No                     Yes               No

  29                No                   No                   No                     Yes               No             No
</TABLE>


                                      B-29
<PAGE>

<TABLE>
<CAPTION>

LOAN #                           PROPERTY NAME                                           ARD STEP UP (%)
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                         <C>
  30        Barkley Trails Apartments

  31        Beaverton Town Square

  32        Conroe Integrated Medical Plaza

  33        Federal Express Distribution Building                       Greater of:  (i) Initial Interest Rate plus 2%
                                                                              or (ii) Treasury Rate plus 2%.

  34        Georgetown Medical Plaza Office Building                    Greater of:  (i) Initial Interest Rate plus 2%
                                                                              or (ii) Treasury Rate plus 2%.

  35        Corona Corporate Park III

  36        Escondido Valley Center

  37        MHC Portfolio - Camelot Meadows

  38        Rivertree Landings Apartments

  39        Dick's at the Crossing at Smithfield                        Greater of:  (i) Initial Interest Rate plus 2%
                                                                              or (ii) Treasury Rate plus 2%.

  40        International Place Office

  41        Rigsby Road Shopping Center

  42        Westwood Apartments

  43        Dam Neck Commerce Park

  44        Mountain Dream Center

  45        Bozeman Center

  46        Gables East and West

<CAPTION>

                                                                                                   LETTER OF      LOCKBOX IN
LOAN #     ENVIRONMENTAL POLICY    CROSS-DEFAULTED   CROSS-COLLATERALIZED     DEFEASANCE ALLOWED     CREDIT         PLACE
----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                  <C>                  <C>                    <C>               <C>           <C>
  30                No                   No                   No                     Yes               No

  31                No                   No                   No                     Yes               No

  32                No                   No                   No                     Yes               No

  33                No                   No                   No                     Yes               No             No


  34                No                   No                   No                     Yes               No            Yes


  35                No                   No                   No                     Yes               No

  36                No                   No                   No                     Yes               No

  37                No                   No                   No                     Yes               No            Yes

  38                No                   No                   No                     Yes               No

  39                Yes                  No                   No                     Yes               No            Yes


  40                No                   No                   No                     Yes               No

  41                No                   No                   No                     Yes               No             No

  42                No                   No                   No                     Yes               No

  43                No                   No                   No                     Yes               No

  44                No                   No                   No                     Yes               No

  45                No                   No                   No                     Yes               No            Yes

  46                No                   No                   No                     Yes               No
</TABLE>


                                      B-30
<PAGE>

<TABLE>
<CAPTION>

LOAN #                           PROPERTY NAME                                           ARD STEP UP (%)
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                                                 <C>
  47        Garden Park Apartments

  48        Fallbrook Hills Apartments

  49        Seville - Commerce Bank                                                             2

  50        The Ponde Apartments (20)

  51        Southern Hills Medical Office Building C

  52        Mid-Towne Self Storage

  53        Raible Place Apartments (21)

  54        MHC Portfolio - Desert Skies

  55        24955 Pacific Coast Highway

  56        Wymberly Crossing Apartments (22)

  57        Orleans East Apartments

  58        US Storage Centers - Harbor City

  59        CVS Long Island                                                                     2

  60        Walgreens - Traverse City, MI

  61        Walgreens - Fayetteville                                                            2

  62        Jupiter Commerce Center

  63        Promenade West

  64        Highland Self-Storage

  65        MHC Portfolio - Whispering Palms

<CAPTION>

                                                                                                    LETTER OF    LOCKBOX IN
LOAN #     ENVIRONMENTAL POLICY    CROSS-DEFAULTED   CROSS-COLLATERALIZED     DEFEASANCE ALLOWED     CREDIT         PLACE
----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                  <C>                  <C>                    <C>               <C>           <C>
  47                No                   No                   No                     Yes               No

  48                No                   No                   No                     Yes               No

  49                No                   No                   No                     Yes               No            Yes

  50                No                   No                   No                     Yes               No

  51                No                   No                   No                      No               Yes

  52                No                   No                   No                     Yes               No

  53                No                   No                   No                     Yes               No

  54                No                   No                   No                     Yes               No            Yes

  55                No                   No                   No                     Yes               No

  56                No                   No                   No                     Yes               No

  57                No                   No                   No                     Yes               No

  58                No                   No                   No                     Yes               No

  59                No                   No                   No                     Yes               No            Yes

  60                No                   No                   No                     Yes               No

  61                No                   No                   No                     Yes               No            Yes

  62                No                   No                   No                     Yes               No

  63                No                   No                   No                     Yes               No

  64                No                   No                   No                     Yes               No

  65                No                   No                   No                     Yes               No            Yes
</TABLE>

                                      B-31
<PAGE>

<TABLE>
<CAPTION>

LOAN #                           PROPERTY NAME                                           ARD STEP UP (%)
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                                                 <C>
  66        Walgreen's at Embassy Plaza                                                         2

  67        AAA Quality Self Storage

  68        Walnut Town & Country Shopping Center

  69        Gladstone Industrial

  70        Old Town Self Storage

  71        Walgreens - Port Huron, MI

  72        Pulaski Shopping Center

<CAPTION>

                                                                                                    LETTER OF    LOCKBOX IN
LOAN #     ENVIRONMENTAL POLICY    CROSS-DEFAULTED   CROSS-COLLATERALIZED     DEFEASANCE ALLOWED     CREDIT         PLACE
----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                  <C>                  <C>                    <C>               <C>           <C>
  66                No                   No                   No                     Yes               No            Yes

  67                No                   No                   No                      No               No             No

  68                No                   No                   No                     Yes               No

  69                No                   No                   No                     Yes               No

  70                No                   No                   No                     Yes               No

  71                No                   No                   No                      No               No

  72                No                   No                   No                      No               No
</TABLE>


                                      B-32
<PAGE>

<TABLE>
<CAPTION>

                                                                                            UPFRONT ENG.      UPFRONT ENV.
LOAN #                           PROPERTY NAME                          HOLDBACK AMT          RESERVE           RESERVE
-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                                               <C>
  1         Great Mall of the Bay Area                                                         39,879

  2         Galileo Pool # 1 (10)                                                             143,671

 2.01       Springhurst

 2.02       Lions Head

 2.03       Seacoast Shopping Center

 2.04       Kingston Overlook

 2.05       Garden City Plaza

 2.06       Northridge Plaza

 2.07       Marketplace at Flower Mound

 2.08       Chestnut Hills

 2.09       Lady's Island Shopping Center

 2.10       Anderson Plaza

 2.11       Bulloch Plaza

 2.12       Briarcliff Square

 2.13       Collins Park Commons

  3         Douglas Entrance                                                                  106,125


<CAPTION>

             UPFRONT TI/LC     UPFRONT RE TAX     UPFRONT INS.     UPFRONT OTHER
LOAN #          RESERVE            RESERVE           RESERVE          RESERVE                UPFRONT OTHER RESERVE DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                <C>               <C>              <C>                      <C>
  1                                                                  2,500,000                          Vans Reserve

  2            44,398             299,987           379,546            42,738                      Ground Lease Reserve

 2.01

 2.02

 2.03

 2.04

 2.05

 2.06

 2.07

 2.08

 2.09

 2.10

 2.11

 2.12

 2.13

  3            356,145            567,728                            1,268,481                Lease Allowance Reserve (1,125,917),
                                                                                                  Occupancy Reserve (142,564)
</TABLE>


                                      B-33
<PAGE>

<TABLE>
<CAPTION>

                                                                                                UPFRONT ENG.      UPFRONT ENV.
LOAN #                              PROPERTY NAME                          HOLDBACK AMT          RESERVE           RESERVE
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                                                   <C>
  4         Galileo Pool # 2 (10)                                                                 110,250

 4.01       Cobblestone Village

 4.02       North Haven Crossing

 4.03       Coastal Way

 4.04       Cosby Station

 4.05       Strawbridge

 4.06       East Ridge Crossing

 4.07       Jasper Square

 4.08       Valley Commons

 4.09       58 Crossing

 4.10       County Park Plaza

 4.11       Lunenburg Crossing

 4.12       Statesboro Square

 4.13       Beach Crossing

 4.14       Buena Vista

  5         Pasadena Courtyard by Marriott

<CAPTION>

             UPFRONT TI/LC     UPFRONT RE TAX     UPFRONT INS.     UPFRONT OTHER
LOAN #          RESERVE            RESERVE           RESERVE          RESERVE                UPFRONT OTHER RESERVE DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                <C>               <C>               <C>                          <C>
  4             37,502             583,625           307,189           22,856                       Replacement Reserve

 4.01

 4.02

 4.03

 4.04

 4.05

 4.06

 4.07

 4.08

 4.09

 4.10

 4.11

 4.12

 4.13

 4.14

  5                                148,000           44,000
</TABLE>


                                      B-34
<PAGE>

<TABLE>
<CAPTION>

                                                                                             UPFRONT ENG.      UPFRONT ENV.
LOAN #                           PROPERTY NAME                          HOLDBACK AMT          RESERVE           RESERVE
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                                               <C>
  6         ARC MHC 10 Year 2 Portfolio                                                       353,590


 6.01       Crescentwood Village

 6.02       Southfork

 6.03       Friendly Village

 6.04       Stony Brook North

 6.05       Viking Villa

 6.06       Ridgewood Estates

 6.07       Pedaler's Pond

 6.08       Redwood Village

 6.09       Plainview

  7         WestPoint Crossing Shopping Center

  8         ARC MHC 5 Year 2 Portfolio                                                         29,242


 8.01       Torrey Hills

 8.02       Smoke Creek

 8.03       Ortega Village

 8.04       Deerhurst

 8.05       Glen Acres

 8.06       Shadow Mountain

<CAPTION>

             UPFRONT TI/LC     UPFRONT RE TAX     UPFRONT INS.     UPFRONT OTHER
LOAN #          RESERVE           RESERVE           RESERVE          RESERVE                UPFRONT OTHER RESERVE DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>               <C>              <C>                  <C>
  6                              111,832           26,053           329,254              Security Deposit Reserve (283,925) and
                                                                                              Master Lease Reserve (45,329)

 6.01

 6.02

 6.03

 6.04

 6.05

 6.06

 6.07

 6.08

 6.09

  7                              35,025

  8                              82,280            20,771           309,482              Security Deposit Reserve ($279,776) and
                                                                                              Master Lease Reserve ($29,706)
8.01

8.02

8.03

8.04

8.05

8.06
</TABLE>



                                      B-35
<PAGE>

<TABLE>
<CAPTION>

                                                                                             UPFRONT ENG.      UPFRONT ENV.
LOAN #                           PROPERTY NAME                          HOLDBACK AMT          RESERVE           RESERVE
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                                                <C>
 8.07       Gallant Estates

  9         GFS Marketplace Portfolio (23)                                                     41,872

 9.01       GFS - Burbank, IL

 9.02       GFS - Maumee, OH

 9.03       GFS - Merrillville, IN

 9.04       GFS - Indianapolis, IN

 9.05       GFS - Columbus, OH

 9.06       GFS - Troy, MI

 9.07       GFS - Elkhart, IN

 9.08       GFS - Rockford, IL

 9.09       GFS - Canton, OH

 9.10       GFS - Dublin, OH

 9.11       GFS - Marquette, MI

 9.12       GFS - Lansing, MI

 9.13       GFS - Mansfield, OH

 9.14       GFS - Sandusky, OH

 9.15       GFS - Port Huron, MI

 9.16       GFS - Terre Haute, IN

 9.17       GFS - Bay City, MI

<CAPTION>

             UPFRONT TI/LC     UPFRONT RE TAX     UPFRONT INS.     UPFRONT OTHER
LOAN #          RESERVE            RESERVE           RESERVE          RESERVE                UPFRONT OTHER RESERVE DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>               <C>
 8.07

  9                                 512,452           72,128

 9.01

 9.02

 9.03

 9.04

 9.05

 9.06

 9.07

 9.08

 9.09

 9.10

 9.11

 9.12

 9.13

 9.14

 9.15

 9.16

 9.17
</TABLE>


                                      B-36
<PAGE>

<TABLE>
<CAPTION>

                                                                                             UPFRONT ENG.      UPFRONT ENV.
LOAN #                           PROPERTY NAME                          HOLDBACK AMT          RESERVE           RESERVE
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                                                <C>              <C>
  10        MHC Portfolio - Mariner's Cove

  11        The Clubs at Rhodes Ranch

  12        Clarkstown Executive Park                                                          59,688

  13        Paragon Business Center

  14        Woodrow Plaza                                                                                       375,000

  15        Harrah's Office Complex

  16        Forest Hills Apartments

  17        Heritage Oaks Apartments

  18        Porter Ranch Shopping Center

  19        CrossRoads Towne Center                                                            70,105             625

  20        Courtyard by Marriott - Plymouth Meeting

  21        Colorado Club Apartments

  22        Kellam MHP Portfolio - Oak Hill

  23        Encore Hotel Portfolio                                                             10,250            10,000

23.01       Towne Place Suites

23.02       Fairfield Inn

23.03       Fairfield Inn & Suites

  24        Kellam MHP Portfolio - Sturbridge Village

  25        Park Place Shopping Center

<CAPTION>

             UPFRONT TI/LC     UPFRONT RE TAX     UPFRONT INS.     UPFRONT OTHER
LOAN #          RESERVE            RESERVE           RESERVE          RESERVE                UPFRONT OTHER RESERVE DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                <C>             <C>                      <C>
  10

  11                               16,193

  12                              259,109            5,560           175,000                       Replacement Reserve

  13

  14            150,000           53,530             1,981

  15                                                                 139,106                  Harrah's Credit Rating Reserve

  16                              103,976            8,631

  17                              80,108             4,984           7,500.00                  Lot Line Adjustment Holdback

  18                               5,468             1,513           205,420                       Debt Service Reserve

  19            380,000           54,406             3,642           185,000                       Replacement Reserve

  20                                                                  20,616                       Seasonality Reserve

  21                              81,032            55,442

  22                              21,695            10,894

  23                              17,095             9,206

23.01

23.02

23.03

  24                               8,776             1,409

  25                              40,096
</TABLE>


                                      B-37
<PAGE>

<TABLE>
<CAPTION>

                                                                                             UPFRONT ENG.      UPFRONT ENV.
LOAN #                           PROPERTY NAME                          HOLDBACK AMT          RESERVE           RESERVE
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                          <C>                   <C>
  26        Best Buy - Mount Vernon (19)


  27        Patriots Plaza Shopping Center

  28        Kellam MHP Portfolio - Hamlet                                480,000.00            25,000

  29        Port Columbus IV

  30        Barkley Trails Apartments

  31        Beaverton Town Square

  32        Conroe Integrated Medical Plaza

  33        Federal Express Distribution Building                                              22,981

  34        Georgetown Medical Plaza Office Building

  35        Corona Corporate Park III                                                         181,250

  36        Escondido Valley Center

  37        MHC Portfolio - Camelot Meadows

  38        Rivertree Landings Apartments                                                      14,375

  39        Dick's at the Crossing at Smithfield                         175,000.00

  40        International Place Office

  41        Rigsby Road Shopping Center                                  450,000.00

  42        Westwood Apartments

  43        Dam Neck Commerce Park

<CAPTION>

             UPFRONT TI/LC     UPFRONT RE TAX     UPFRONT INS.     UPFRONT OTHER
LOAN #          RESERVE            RESERVE           RESERVE          RESERVE                UPFRONT OTHER RESERVE DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                <C>               <C>             <C>               <C>
  26            500,000             1,553             8,790            2,817           IDA Cost Agreement Reserve (2,400);
                                                                                         IDA Admin Reserve Fee (417)

  27                               25,776                            1,536,410            Whole Foods Escrow held by Title
                                                                                                      Company

  28                               58,643             6,905

  29            350,000            61,716             6,931

  30                               31,500             3,257

  31                               111,199           32,848

  32            367,040            18,861             9,582            42,140             Dr. Sparks Rent Escrow Reserve

  33

  34

  35                                                  1,239

  36                                                  6,230

  37

  38                                8,834            11,898

  39                               12,844

  40            200,000            36,563            11,948

  41                                9,241             8,413

  42                               34,730            10,008           700,000                         Utility Reserve

  43            44,296             10,521             9,778
</TABLE>


                                      B-38
<PAGE>

<TABLE>
<CAPTION>

                                                                                             UPFRONT ENG.      UPFRONT ENV.
LOAN #                           PROPERTY NAME                          HOLDBACK AMT          RESERVE           RESERVE
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                          <C>                  <C>
  44        Mountain Dream Center

  45        Bozeman Center                                                                     52,500


  46        Gables East and West                                                               22,188

  47        Garden Park Apartments                                                             68,750

  48        Fallbrook Hills Apartments                                                         9,625

  49        Seville - Commerce Bank                                                            1,408

  50        The Ponde Apartments (20)                                    140,000.00           806,200

  51        Southern Hills Medical Office Building C

  52        Mid-Towne Self Storage                                       300,000.00

  53        Raible Place Apartments (21)                                  40,000.00

  54        MHC Portfolio - Desert Skies

  55        24955 Pacific Coast Highway

  56        Wymberly Crossing Apartments (22)                            140,000.00           636,300

  57        Orleans East Apartments                                                            56,000

  58        US Storage Centers - Harbor City

  59        CVS Long Island                                                                    24,246

  60        Walgreens - Traverse City, MI

  61        Walgreens - Fayetteville

<CAPTION>

             UPFRONT TI/LC     UPFRONT RE TAX     UPFRONT INS.     UPFRONT OTHER
LOAN #          RESERVE            RESERVE           RESERVE          RESERVE                UPFRONT OTHER RESERVE DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                <C>               <C>              <C>                     <C>
  44            25,000             26,932            13,014            18,126                       Replacement Reserve

  45            200,000            40,433             1,427           775,000                 Refurbishment Reserve (690,000),
                                                                                                Replacement Reserve (85,000)

  46                               16,112             6,650            50,000                   Replacement Insurance Escrow

  47                               24,731            17,739

  48                               41,000            12,240

  49                                2,676

  50                               16,902            26,858           113,700                    Additional Repairs Reserve

  51

  52                                9,784            18,978

  53                                8,072

  54

  55            150,000                               7,804

  56                               10,126            19,366            17,200                    Additional Repairs Reserve

  57                                7,685            45,304

  58                                3,397              838

  59                                                   557

  60

  61
</TABLE>


                                      B-39
<PAGE>

<TABLE>
<CAPTION>

                                                                                             UPFRONT ENG.      UPFRONT ENV.
LOAN #                           PROPERTY NAME                          HOLDBACK AMT          RESERVE           RESERVE
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                           <C>                 <C>               <C>
  62        Jupiter Commerce Center

  63        Promenade West                                                                    120,000           165,000

  64        Highland Self-Storage

  65        MHC Portfolio - Whispering Palms

  66        Walgreen's at Embassy Plaza

  67        AAA Quality Self Storage

  68        Walnut Town & Country Shopping Center

  69        Gladstone Industrial                                                               25,625

  70        Old Town Self Storage

  71        Walgreens - Port Huron, MI

  72        Pulaski Shopping Center                                       75,000.00

<CAPTION>

             UPFRONT TI/LC     UPFRONT RE TAX     UPFRONT INS.     UPFRONT OTHER
LOAN #          RESERVE            RESERVE           RESERVE          RESERVE                UPFRONT OTHER RESERVE DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                <C>               <C>               <C>                      <C>
  62                                5,949             9,410

  63                               29,231            14,428

  64                                                  2,393

  65

  66

  67                                9,824             6,425

  68

  69            25,000              8,978             5,195            36,000                       Replacement Reserve

  70                                1,762             6,204            35,000                   Windstorm Insurance Reserve

  71

  72                                5,468             5,186


</TABLE>


                                      B-40
<PAGE>

<TABLE>
<CAPTION>

                                                                       MONTHLY CAPEX     MONTHLY TI/LC      MONTHLY RE TAX
LOAN #                           PROPERTY NAME                            RESERVE           RESERVE            RESERVE
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                           <C>                <C>               <C>
  1         Great Mall of the Bay Area

  2         Galileo Pool # 1 (10)                                         30,655             44,398            100,604


 2.01       Springhurst

 2.02       Lions Head

 2.03       Seacoast Shopping Center

 2.04       Kingston Overlook

 2.05       Garden City Plaza

 2.06       Northridge Plaza

 2.07       Marketplace at Flower Mound

 2.08       Chestnut Hills

 2.09       Lady's Island Shopping Center

 2.10       Anderson Plaza

 2.11       Bulloch Plaza

 2.12       Briarcliff Square

 2.13       Collins Park Commons

  3         Douglas Entrance                                               8,087             44,583            113,546

<CAPTION>

            MONTHLY INS.     MONTHLY OTHER
LOAN #        RESERVE          RESERVE           OTHER MONTH DESCRIPTION               GRACE PERIOD            LOAN GROUP
---------------------------------------------------------------------------------------------------------------------------
<S>           <C>               <C>                                               <C>                              <C>
  1                                                                                          0                     1

  2           34,504            6,042                                             5 days grace period for          1
                                                                                  one payment each year

 2.01                                                                                                              1

 2.02                                                                                                              1

 2.03                                                                                                              1

 2.04                                                                                                              1

 2.05                                                                                                              1

 2.06                                                                                                              1

 2.07                                                                                                              1

 2.08                                                                                                              1

 2.09                                                                                                              1

 2.10                                                                                                              1

 2.11                                                                                                              1

 2.12                                                                                                              1

 2.13                                                                                                              1

  3                                                                                         10                     1
</TABLE>


                                      B-41
<PAGE>

<TABLE>
<CAPTION>

                                                                       MONTHLY CAPEX     MONTHLY TI/LC      MONTHLY RE TAX
LOAN #                           PROPERTY NAME                            RESERVE           RESERVE            RESERVE
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                           <C>                <C>               <C>
  4         Galileo Pool # 2 (10)                                         22,856             37,502            109,956


 4.01       Cobblestone Village

 4.02       North Haven Crossing

 4.03       Coastal Way

 4.04       Cosby Station

 4.05       Strawbridge

 4.06       East Ridge Crossing

 4.07       Jasper Square

 4.08       Valley Commons

 4.09       58 Crossing

 4.10       County Park Plaza

 4.11       Lunenburg Crossing

 4.12       Statesboro Square

 4.13       Beach Crossing

 4.14       Buena Vista

  5         Pasadena Courtyard by Marriott                                39,800                                49,300

<CAPTION>

            MONTHLY INS.     MONTHLY OTHER
LOAN #        RESERVE          RESERVE           OTHER MONTH DESCRIPTION               GRACE PERIOD            LOAN GROUP
---------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                               <C>                                <C>
  4            27,926                                                            5 days grace period for one        1
                                                                                      payment each year

 4.01                                                                                                               1

 4.02                                                                                                               1

 4.03                                                                                                               1

 4.04                                                                                                               1

 4.05                                                                                                               1

 4.06                                                                                                               1

 4.07                                                                                                               1

 4.08                                                                                                               1

 4.09                                                                                                               1

 4.10                                                                                                               1

 4.11                                                                                                               1

 4.12                                                                                                               1

 4.13                                                                                                               1

 4.14                                                                                                               1

  5                                                                                           5                     1
</TABLE>


                                      B-42
<PAGE>

<TABLE>
<CAPTION>

                                                                       MONTHLY CAPEX     MONTHLY TI/LC      MONTHLY RE TAX
LOAN #                           PROPERTY NAME                            RESERVE           RESERVE            RESERVE
------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                            <C>               <C>                <C>
  6         ARC MHC 10 Year 2 Portfolio                                    7,483                                28,950

 6.01       Crescentwood Village

 6.02       Southfork

 6.03       Friendly Village

 6.04       Stony Brook North

 6.05       Viking Villa

 6.06       Ridgewood Estates

 6.07       Pedaler's Pond

 6.08       Redwood Village

 6.09       Plainview

  7         WestPoint Crossing Shopping Center                             3,016             6,944              35,025

  8         ARC MHC 5 Year 2 Portfolio                                     6,154                                27,655

 8.01       Torrey Hills

 8.02       Smoke Creek

 8.03       Ortega Village

 8.04       Deerhurst

 8.05       Glen Acres

 8.06       Shadow Mountain

 8.07       Gallant Estates

<CAPTION>

            MONTHLY INS.     MONTHLY OTHER
LOAN #        RESERVE          RESERVE           OTHER MONTH DESCRIPTION               GRACE PERIOD            LOAN GROUP
---------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                                                           <C>                   <C>
  6             7,572                                                                         0                     1

 6.01                                                                                                               1

 6.02                                                                                                               1

 6.03                                                                                                               1

 6.04                                                                                                               1

 6.05                                                                                                               1

 6.06                                                                                                               1

 6.07                                                                                                               1

 6.08                                                                                                               1

 6.09                                                                                                               1

  7                                                                                           5                     1

  8             8,050                                                                         0                     2

 8.01                                                                                                               2

 8.02                                                                                                               2

 8.03                                                                                                               2

 8.04                                                                                                               2

 8.05                                                                                                               2

 8.06                                                                                                               2

 8.07                                                                                                               2
</TABLE>


                                      B-43
<PAGE>

<TABLE>
<CAPTION>

                                                                       MONTHLY CAPEX     MONTHLY TI/LC      MONTHLY RE TAX
LOAN #                           PROPERTY NAME                            RESERVE           RESERVE            RESERVE
------------------------------------------------------------------------------------------------------------------------------
<S>         <C>
  9         GFS Marketplace Portfolio (23)

 9.01       GFS - Burbank, IL

 9.02       GFS - Maumee, OH

 9.03       GFS - Merrillville, IN

 9.04       GFS - Indianapolis, IN

 9.05       GFS - Columbus, OH

 9.06       GFS - Troy, MI

 9.07       GFS - Elkhart, IN

 9.08       GFS - Rockford, IL

 9.09       GFS - Canton, OH

 9.10       GFS - Dublin, OH

 9.11       GFS - Marquette, MI

 9.12       GFS - Lansing, MI

 9.13       GFS - Mansfield, OH

 9.14       GFS - Sandusky, OH

 9.15       GFS - Port Huron, MI

 9.16       GFS - Terre Haute, IN

 9.17       GFS - Bay City, MI

  10        MHC Portfolio - Mariner's Cove

<CAPTION>

            MONTHLY INS.     MONTHLY OTHER
LOAN #        RESERVE          RESERVE           OTHER MONTH DESCRIPTION               GRACE PERIOD            LOAN GROUP
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>                   <C>
  9                                                                                          0                     1

 9.01                                                                                                              1

 9.02                                                                                                              1

 9.03                                                                                                              1

 9.04                                                                                                              1

 9.05                                                                                                              1

 9.06                                                                                                              1

 9.07                                                                                                              1

 9.08                                                                                                              1

 9.09                                                                                                              1

 9.10                                                                                                              1

 9.11                                                                                                              1

 9.12                                                                                                              1

 9.13                                                                                                              1

 9.14                                                                                                              1

 9.15                                                                                                              1

 9.16                                                                                                              1

 9.17                                                                                                              1

  10                                                                                        10                     1
</TABLE>


                                      B-44
<PAGE>

<TABLE>
<CAPTION>

                                                                       MONTHLY CAPEX     MONTHLY TI/LC      MONTHLY RE TAX
LOAN #                           PROPERTY NAME                            RESERVE           RESERVE            RESERVE
------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                            <C>               <C>                <C>
  11        The Clubs at Rhodes Ranch                                      3,375                                16,193

  12        Clarkstown Executive Park                                      2,656             16,667             51,299

  13        Paragon Business Center                                        2,729             10,417             9,198

  14        Woodrow Plaza                                                   658                                 26,765

  15        Harrah's Office Complex



  16        Forest Hills Apartments                                       11,117                                16,425

  17        Heritage Oaks Apartments                                       4,133                                20,027

  18        Porter Ranch Shopping Center                                    456              2,278              5,468

  19        CrossRoads Towne Center                                        1,931             12,917             13,601

  20        Courtyard by Marriott - Plymouth Meeting

  21        Colorado Club Apartments                                       6,250                                27,011

  22        Kellam MHP Portfolio - Oak Hill                                1,250                                5,235

  23        Encore Hotel Portfolio                                        13,097                                5,078

23.01       Towne Place Suites

23.02       Fairfield Inn

23.03       Fairfield Inn & Suites

  24        Kellam MHP Portfolio - Sturbridge Village                       575                                 5,537

  25        Park Place Shopping Center                                     1,632             5,683              13,365

<CAPTION>

            MONTHLY INS.     MONTHLY OTHER
LOAN #        RESERVE          RESERVE           OTHER MONTH DESCRIPTION               GRACE PERIOD            LOAN GROUP
---------------------------------------------------------------------------------------------------------------------------
<S>            <C>              <C>            <C>                                           <C>                   <C>
  11           3,163                                                                         5                     2

  12           5,560                                                                         5                     1

  13                                                                                         5                     1

  14            990                                                                          5                     1

  15                            2,365          Monthly escrow increases if                   5                     1
                                                 Harrah's rating drops.

  16           8,631                                                                         5                     2

  17           2,492                                                                         5                     2

  18           1,513                                                                        10                     1

  19           3,642                                                                         5                     1

  20                            6,872              Seasonality Reserve                       5                     1

  21           7,920                                                                         5                     2

  22           2,629                                                                        10                     1

  23           4,603                                                                         5                     1

23.01                                                                                                              1

23.02                                                                                                              1

23.03                                                                                                              1

  24            889                                                                         10                     2

  25                                                                                         0                     1
</TABLE>


                                      B-45
<PAGE>

<TABLE>
<CAPTION>

                                                                       MONTHLY CAPEX     MONTHLY TI/LC      MONTHLY RE TAX
LOAN #                           PROPERTY NAME                            RESERVE           RESERVE            RESERVE
------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                             <C>              <C>                <C>
  26        Best Buy - Mount Vernon (19)                                    672                                 1,553



  27        Patriots Plaza Shopping Center                                 2,222                                8,592

  28        Kellam MHP Portfolio - Hamlet                                  1,200                                9,723

  29        Port Columbus IV                                               1,736                                12,343

  30        Barkley Trails Apartments                                      3,125                                7,875

  31        Beaverton Town Square                                                                               22,240

  32        Conroe Integrated Medical Plaza                                 631                                 4,715

  33        Federal Express Distribution Building                           848

  34        Georgetown Medical Plaza Office Building

  35        Corona Corporate Park III                                       971              1,667              8,560

  36        Escondido Valley Center                                         736              4,906              8,642

  37        MHC Portfolio - Camelot Meadows

  38        Rivertree Landings Apartments                                  4,750                                8,834

  39        Dick's at the Crossing at Smithfield                                             3,509              6,422

  40        International Place Office                                     1,177             6,250              12,188

  41        Rigsby Road Shopping Center                                     800              4,167              9,241

  42        Westwood Apartments                                            2,800                                8,683

<CAPTION>

            MONTHLY INS.     MONTHLY OTHER
LOAN #        RESERVE          RESERVE           OTHER MONTH DESCRIPTION               GRACE PERIOD            LOAN GROUP
---------------------------------------------------------------------------------------------------------------------------
<S>            <C>              <C>          <C>                                            <C>                    <C>
  26           1,758            2,817          IDA Cost Agreement Reserve                   10                     1
                                             (2,400); IDA Admin Reserve Fee
                                                          (417)

  27                                                                                         0                     1

  28           1,145                                                                        10                     2

  29           1,386                                                                         5                     1

  30           3,257                                                                         5                     2

  31          19,709                                                                         5                     1

  32           2,396                                                                        10                     1

  33                                                                                         5                     1

  34                                                                                         5                     1

  35           1,239                                                                         5                     1

  36            779                                                                          5                     1

  37                                                                                        10                     1

  38          11,898                                                                         5                     2

  39                                                                                         5                     1

  40           1,391                                                                         5                     1

  41           2,103                                                                         7                     1

  42            910                                                                          5                     2
</TABLE>


                                      B-46
<PAGE>

<TABLE>
<CAPTION>

                                                                       MONTHLY CAPEX     MONTHLY TI/LC      MONTHLY RE TAX
LOAN #                           PROPERTY NAME                            RESERVE           RESERVE            RESERVE
------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                                                             <C>              <C>                <C>
  43        Dam Neck Commerce Park                                          517              3,691              5,260

  44        Mountain Dream Center                                                                               6,733

  45        Bozeman Center                                                                                      8,087

  46        Gables East and West                                           2,217                                5,371

  47        Garden Park Apartments                                                                              4,946

  48        Fallbrook Hills Apartments                                     5,775                                13,667

  49        Seville - Commerce Bank                                                                             1,338

  50        The Ponde Apartments (20)                                      5,083                                16,902

  51        Southern Hills Medical Office Building C

  52        Mid-Towne Self Storage                                         3,167                                4,892

  53        Raible Place Apartments (21)                                   1,826                                4,036

  54        MHC Portfolio - Desert Skies

  55        24955 Pacific Coast Highway                                     439                                 2,831

  56        Wymberly Crossing Apartments (22)                              4,417                                10,126

  57        Orleans East Apartments                                        5,600                                2,562

  58        US Storage Centers - Harbor City                                318                                 3,397

  59        CVS Long Island

  60        Walgreens - Traverse City, MI

  61        Walgreens - Fayetteville

<CAPTION>

           MONTHLY INS.     MONTHLY OTHER
OAN #        RESERVE          RESERVE           OTHER MONTH DESCRIPTION               GRACE PERIOD            LOAN GROUP
--------------------------------------------------------------------------------------------------------------------------
<S>          <C>                                                                           <C>                   <C>
  43         1,397                                                                         5                     1

  44         1,301                                                                         5                     1

  45         1,427                                                                         5                     1

  46          831                                                                          5                     2

  47         2,957                                                                         5                     2

  48         4,080                                                                        10                     2

  49                                                                                       5                     1

  50         6,714                                                                         5                     2

  51                                                                                      10                     1

  52         4,001                                                                         5                     2

  53         1,043                                                                        10                     1

  54                                                                                      10                     1

  55          780                                                                          5                     1

  56         4,842                                                                         5                     2

  57         5,619                                                                         5                     2

  58          798                                                                         10                     1

  59          557                                                                          5                     1

  60                                                                                      10                     1

  61          228                                                                          5                     1
</TABLE>


                                      B-47
<PAGE>

<TABLE>
<CAPTION>

                                                                       MONTHLY CAPEX     MONTHLY TI/LC      MONTHLY RE TAX
LOAN #                           PROPERTY NAME                            RESERVE           RESERVE            RESERVE
------------------------------------------------------------------------------------------------------------------------------
<S>        <C>                                                            <C>               <C>                <C>
  62        Jupiter Commerce Center                                        1,003             3,000              5,949

  63        Promenade West                                                                                      14,616

  64        Highland Self-Storage                                           942                                 2,772

  65        MHC Portfolio - Whispering Palms

  66        Walgreen's at Embassy Plaza                                     181

  67        AAA Quality Self Storage                                        970                                 2,456

  68        Walnut Town & Country Shopping Center

  69        Gladstone Industrial                                            807              2,000              3,697

  70        Old Town Self Storage                                           408                                  881

  71        Walgreens - Port Huron, MI

  72        Pulaski Shopping Center                                         351              1,639              1,823

<CAPTION>

            MONTHLY INS.     MONTHLY OTHER
LOAN #        RESERVE          RESERVE           OTHER MONTH DESCRIPTION               GRACE PERIOD            LOAN GROUP
---------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                                           <C>                   <C>
  62           1,046                                                                         5                     1

  63           4,809                                                                         5                     1

  64            598                                                                          5                     1

  65                                                                                        10                     1

  66                                                                                         5                     1

  67            551                                                                          5                     1

  68                                                                                         5                     1

  69           2,598                                                                         5                     1

  70           1,551                                                                         5                     1

  71                                                                                         5                     1

  72            471                                                                         10                     1
</TABLE>


                                      B-48



<PAGE>


                                    EXHIBIT C

                         FORM OF CUSTODIAL CERTIFICATION

                                                                          [Date]


Merrill Lynch Mortgage Lending, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10080

Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10080

KeyBank National Association
c/o KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500
Kansas City, Missouri  64105
Attention:  Senior Vice President of Loan Servicing

Bank of America, N.A.
[             ]
[             ]
Attention: ______________

KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500
Kansas City, Missouri  64105
Attention: Senior Vice President of Loan Servicing

Clarion Partners, LLC
230 Park Avenue, 12th Floor
New York, New York 10169
Attention: _____________


Re:    Merrill Lynch Mortgage Trust 2004-MKB1,
       Commercial Mortgage Pass-Through Certificates, Series
       2004-MKB1
       ------------------------------------------------------

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),

                                      C-1
<PAGE>

and to the extent provided in the related Mortgage File and actually known by a
Responsible Officer of the Trustee to be required, clauses (iii), (iv)(b),
(iv)(c), (vi), (viii) and (xi) of the definition of "Mortgage File" are in its
possession, (ii) all documents delivered or caused to be delivered by the
applicable Mortgage Loan Seller constituting the related Mortgage File have been
reviewed by it and appear regular on their face, appear to be executed and
appear to relate to such Mortgage Loan, (iii) based on such examination and only
as to the foregoing documents, the information set forth in the Mortgage Loan
Schedule for such Mortgage Loan with respect to the items specified in clauses
(v) and (vi)(c) of the definition of "Mortgage Loan Schedule" is correct, and
(iv) solely with respect to the Companion Loans, all documents specified in
clause (xiii) of the definition of "Mortgage File" are in its possession.

            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 Administration (CMBS)


Re:         Merrill Lynch Mortgage Trust 2004-MKB1,
            Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1
            ---------------------------------------------------------------

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 May
1, 2004 (the "Pooling and Servicing Agreement"), by and among Merrill Lynch
Mortgage Investors, Inc., as Depositor, KeyCorp Real Estate Capital Markets,
Inc., as Master Servicer, Clarion Partners, LLC, 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.



                         KEYCORP REAL ESTATE CAPITAL MARKETS, 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 Administration (CMBS)


Re:         Merrill Lynch Mortgage Trust 2004-MKB1,
            Commercial Mortgage Pass-Through Certificates, Series 2004-C1
            -------------------------------------------------------------

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 May 1, 2004 (the "Pooling and Servicing Agreement"), by and among
Merrill Lynch Mortgage Investors, Inc., as Depositor, KeyCorp Real Estate
Capital Markets, Inc., as Master Servicer, Clarion Partners, LLC, 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.



                                 CLARION PARTNERS, LLC
                                 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.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: CMBS Corporate Trust Services - Merrill Lynch Mortgage Trust
           2004-MKB1


Re:         Merrill Lynch Mortgage Trust 2004-MKB1, Commercial Mortgage
            Pass-Through Certificates, Series 2004-MKB1, Class _____, [having
            an initial aggregate [Certificate Principal Balance] [Certificate
            Notional Amount] as of May 6, 2004 (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 May 1,
2004, between Merrill Lynch Mortgage Investors, Inc., as Depositor, KeyCorp Real
Estate Capital Markets, Inc., as Master Servicer, Clarion Partners, LLC, 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


                                     E-1-1

<PAGE>

interest in a Transferred Certificate or any other similar security, which (in
the case of any of the acts described in clauses (a) through (e) hereof) would
constitute a distribution of the Transferred Certificates under the Securities
Act of 1933, as amended (the "Securities Act"), would render the disposition of
the Transferred Certificates a violation of Section 5 of the Securities Act or
any state securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state securities
laws.



                               Very truly yours,

                               _________________________________________________
                               (Transferor)

                               By:  ____________________________________________

                                          Name:  _______________________________

                                          Title:  ______________________________







                                     E-1-2

<PAGE>

                                  EXHIBIT E-2A

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

                                                 _______________________, 200___


Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: CMBS Corporate Trust Services - Merrill Lynch Mortgage Trust
           2004-MKB1


Re:         Merrill Lynch Mortgage Trust 2004-MKB1, Commercial Mortgage
            Pass-Through Certificates, Series 2004-MKB1, Class _______,
            [having an initial aggregate [Certificate Principal Balance]
            [Certificate Notional Amount] as of May 6, 2004 (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 May 1,
2004, between Merrill Lynch Mortgage Investors, Inc., as Depositor, KeyCorp Real
Estate Capital Markets, Inc., as Master Servicer, Clarion Partners, LLC, 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.

                                     E-2A-1

<PAGE>

                        2. The Transferee has been furnished with all
            information regarding (a) the Depositor, (b) the Transferred
            Certificates and distributions thereon, (c) the nature, performance
            and servicing of the Trust 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 only for the
              Yes        No          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 only
                  Yes           No           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.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention:  CMBS Corporate Trust Services - Merrill Lynch Mortgage Trust
            2004-MKB1

            Re:  Merrill Lynch Mortgage Trust 2004-MKB1, Commercial
            Mortgage Pass-Through Certificates, Series 2004-MKB1, Class
            _______, [having an initial aggregate [Certificate Principal
            Balance] [Certificate Notional Amount] as of May 6, 2004 (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 May 1,
2004, between Merrill Lynch Mortgage Investors, Inc., as Depositor, KeyCorp Real
Estate Capital Markets, Inc., as Master Servicer, Clarion Partners, LLC, 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 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 [Exhibit C-1
hereto] and a certification from such Certificateholder's prospective


                                     E-2B-1
<PAGE>

transferee substantially in the form attached either as Exhibit E-2A to the
Pooling and Servicing Agreement [Exhibit C-2 hereto] or as Exhibit E-2B to the
Pooling and Servicing Agreement [Exhibit C-3 hereto]; 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

                                     E-2B-2
<PAGE>

Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor
has it authorized or will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to any Transferred Certificate, any
interest in any Transferred Certificate or any other similar security.

            5. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant
thereto, (d) the nature, performance and servicing of the Trust 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,

                                 _______________________________________________
                                       (Transferor)

                                 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 2004-MKB1, Commercial Mortgage Pass-Through
      Certificates, Series 2004-MKB1, Class _______, having an initial aggregate
      [Certificate Principal Balance] [Certificate Notional Amount] as of May 6,
      2004 (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 May 1, 2004, between Merrill Lynch
Mortgage Investors, Inc., as Depositor, KeyCorp Real Estate Capital Markets,
Inc., as Master Servicer, Clarion Partners, LLC, 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 [Exhibit C-4
hereto] 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 Trust 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 acquiring
                Yes       No         interests in the Transferred Certificates
                                     only for the Transferee's own account?

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

            7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's acquisition of any interest in of
the Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such acquisition. In addition, if the Transferee
is a bank or savings and loan as provided above, the Transferee agrees that it
will furnish to such parties any updated annual financial statements that become
available on or before the date of such acquisition, promptly after they become
available.

            8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.


                                     E-2C-6

<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 acquiring
            _______    _______            interests in the Transferred
              Yes          No             Certificates only for the Transferee's
                                          own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is 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.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: CMBS Corporate Trust Services - Merrill Lynch Mortgage Trust
           2004-MKB1


Re:    Merrill Lynch Mortgage Trust 2004-MKB1, Commercial Mortgage
       Pass-Through Certificates, Series 2004-MKB1 (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 May 6, 2004 (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 May 1, 2004 (the "Pooling and Servicing Agreement"), among Merrill
Lynch Mortgage Investors, Inc., as depositor, KeyCorp Real Estate Capital
Markets, Inc., as master servicer, Clarion Partners, LLC, 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 93-31; 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 Trust Mortgage Loans constituting more than 5% of
                         the aggregate unamortized principal balance of all the
                         Trust 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 2004-MKB1, Commercial Mortgage
       Pass-Through Certificates, Series 2004-MKB1 (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 May 6, 2004 (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 May 1, 2004 (the "Pooling and Servicing Agreement"), among Merrill Lynch
Mortgage Investors, Inc., as depositor, KeyCorp Real Estate Capital Markets,
Inc., as master servicer, Clarion Partners, LLC, 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

                                     F-2-1

<PAGE>

                         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 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 93-31; 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 Trust Mortgage Loans constituting more than 5% of
                         the aggregate unamortized principal balance of all the
                         Trust 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 CERTIFICATES


TRANSFER AFFIDAVIT PURSUANT TO
SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


Re:   Merrill Lynch Mortgage Trust 2004-MKB1, Commercial Mortgage
      Pass-Through Certificates, Series 2004-MKB1 (the "Certificates"),
      issued pursuant to the Pooling and Servicing Agreement (the
      "Pooling and Servicing Agreement"), dated as of May 1, 2004,
      between Merrill Lynch Mortgage Investors, Inc., as Depositor,
      KeyCorp Real Estate Capital Markets, Inc., as Master Servicer,
      Clarion Partners, LLC, 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

                                     G-1-1

<PAGE>

            political subdivision thereof if all of its activities are subject
            to tax (except for the Federal Home Loan Mortgage Corporation) and a
            majority of its board of directors is not selected by such
            governmental unit. The terms "United States" and "international
            organization" shall have the meanings set forth in Section 7701 of
            the Code.

                 3. The Purchaser 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.

                 4. 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.

                 5. 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.

                 6. No purpose of the acquisition of the Class [R-I] [R-II]
            Certificates is to impede the assessment or collection of tax

                 7. [Check the statement that applies]

                 o If the Transferor requires the safe harbor under Treasury
                   regulations section 1.860E-1 to apply:

                 a) In accordance with Treasury regulations section 1.860E-1,
            the Purchaser (i) is an"eligible corporation" as defined in Section
            1.860E-1(c)(6)(i) of the Treasury regulations, as to which the
            income of Class [R-I] [R-II] Certificates will only be subject to
            taxation in the United States, (ii) 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 (iii)
            hereby agrees only to transfer the Certificate to another
            corporation meeting the criteria set forth in Treasury regulations
            section 1.860E-1;................................................[_]

                 or

                 b) 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

                                     G-1-2

<PAGE>

            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 ..................................................[_]

            o   If the Transferor does not require the safe harbor under
                Treasury regulations section 1.860E-1 to apply:

                a) 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

                b) 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 .................................................|_|

                 8. 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.

                 9. 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.

                 10. 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

                                     G-1-3
<PAGE>

            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, 3, 4, 6 or 8 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).

                 11. 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 paragraphs 6 and 8.

                 12. 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.

                 Capitalized terms used but not defined herein have the meanings
            assigned thereto in the Pooling and Servicing Agreement.

                 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 ___________________________ and
___________________________, known or proved to me to be the same persons who
executed the foregoing instrument and to be a _______________________ and
_______________________ of the Purchaser, and acknowledged to me that he/she
each 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 , .




                                 Subscribed and sworn before me this


                                 ______ day of ____________________,200_.


                                 ________________________________________

                                 Notary Public


                                     G-1-4

<PAGE>

                                   EXHIBIT G-2

                         FORM OF TRANSFEROR CERTIFICATE
                     FOR TRANSFERS OF RESIDUAL CERTIFICATES

                                                                          [Date]


Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: CMBS Corporate Trust Services - Merrill Lynch Mortgage Trust
           2004-MKB1


Re:    Merrill Lynch Mortgage Trust 2004-MKB1, Commercial Mortgage
       Pass-Through Certificates,  Series 2004-MKB1 (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 May 1, 2004 (the "Pooling and Servicing Agreement"),
between Merrill Lynch Mortgage Investors, Inc., as Depositor, KeyCorp Real
Estate Capital Markets, Inc., as Master Servicer, Clarion Partners, LLC, 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

                                     G-2-1

<PAGE>

            be respected for United States income tax purposes (and the
            Transferor may continue to be liable for United States income taxes
            associated therewith) unless the Transferor has conducted such an
            investigation.




                                 Very truly yours,

                                 _______________________________________________
                                 (Transferor)

                                 By:____________________________________________

                                        Name:___________________________________

                                        Title:__________________________________





                                     G-2-2

<PAGE>

                                   EXHIBIT H-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                          [Date]


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

Fitch, Inc.
One State Street Plaza
New York, New York  10004


Ladies and Gentlemen:

                 This notice is being delivered pursuant to Section 6.09 of the
Pooling and Servicing Agreement dated as of May 1, 2004 relating to Merrill
Lynch Mortgage Trust 2004-MKB1, Commercial Mortgage Pass-Through Certificates,
Series 2004-MKB1 (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:

Moody's Investors Service, Inc.                    Fitch, 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 Administration (CMBS)

Attn:       Merrill Lynch Mortgage Trust 2004-MKB1,
            Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1
            ---------------------------------------------------------------


Ladies & Gentlemen:

                        Pursuant to Section  6.09 of the  Pooling and  Servicing
Agreement dated as of May 1, 2004 relating to Merrill Lynch Mortgage Trust
2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1 (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  21045-1951
Attention:  CMBS Corporate Trust Services - Merrill Lynch Mortgage Trust
            2004-MKB1

KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500
Kansas City, Missouri  64105
Attention:  Senior Vice President of Loan Servicing

Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10080


Re:     Merrill Lynch Mortgage Trust 2004-MKB1
        Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1
        ---------------------------------------------------------------

                 In accordance with the Pooling and Servicing Agreement dated as
of May 1, 2004 (the "Pooling and Servicing Agreement"), among Merrill Lynch
Mortgage Investors, Inc., as depositor (the "Depositor"), KeyCorp Real Estate
Capital Markets, Inc., as master servicer (the "Master Servicer"), Clarion
Partners, LLC, as special servicer, and Wells Fargo Bank, N.A., as trustee (the
"Trustee"), with respect to the Merrill Lynch Mortgage Trust 2004-MKB1,
Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1 (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 2004-MKB1, 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  21045-1951
Attention:  CMBS Corporate Trust Services - Merrill Lynch Mortgage Trust
            2004-MKB1

KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500
Kansas City, Missouri  64105
Attention:  Senior Vice President of Loan Servicing

Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center
250 Vesey Street, 10th Floor
New York, New York 10080


Re:         Merrill Lynch Mortgage Trust 2004-MKB1 Commercial Mortgage
            Pass-Through Certificates, Series 2004-MKB1 (the "Certificates")
            ----------------------------------------------------------------

            In accordance with the Pooling and Servicing Agreement dated as of
May 1, 2004 (the "Pooling and Servicing Agreement"), among Merrill Lynch
Mortgage Investors, Inc., as depositor (the "Depositor"), KeyCorp Real Estate
Capital Markets, Inc., as master servicer (the "Master Servicer"), Clarion
Partners, LLC, as special servicer, and Wells Fargo Bank, N.A., as trustee (the
"Trustee"), with respect to the Merrill Lynch Mortgage Trust 2004-MKB1,
Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1 (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 2004-MKB1,
                                  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 LOANS WITH ENVIRONMENTAL INSURANCE


            1.   Loan No. 39 - Dick's at the Crossings at Smithfield.





















                                      J-1

<PAGE>

                                    EXHIBIT K

         LIST OF SUB-SERVICING AGREEMENTS IN EFFECT ON THE CLOSING DATE

            1.   Subservicing Agreement dated as of May 6, 2004 between KeyCorp
                 Real Estate Capital Markets, Inc. and Bank of America, N.A.;

            2.   Subservicing Agreement dated as of May 6, 2004 between KeyCorp
                 Real Estate Capital Markets, Inc. and GMAC Commercial Mortgage
                 Corporation; and

            3.   Subservicing Agreement dated as of May 6, 2004 between KeyCorp
                 Real Estate Capital Markets, Inc and Northmarq Capital, Inc.








                                      K-1

<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>
     June 2004                 5.47963                     March 2008                      5.29860
     July 2004                 5.30305                     April 2008                      5.47306
    August 2004                5.47824                      May 2008                       5.29804
   September 2004              5.47815                      June 2008                      5.47269
    October 2004               5.30276                      July 2008                      5.29768
   November 2004               5.47794                     August 2008                     5.47232
   December 2004               5.30256                   September 2008                    5.47214
    January 2005               5.30245                    October 2008                     5.40492
   February 2005               5.30235                    November 2008                    5.58273
     March 2005                5.30259                    December 2008                    5.42192
     April 2005                5.47740                    January 2009                     5.42185
      May 2005                 5.30203                    February 2009                    5.42178
     June 2005                 5.47718                     March 2009                      5.44257
     July 2005                 5.30178                     April 2009                      5.65157
    August 2005                5.47693                      May 2009                       5.47787
   September 2005              5.47682                      June 2009                      5.66136
    October 2005               5.30142                      July 2009                      5.47768
   November 2005               5.47656                     August 2009                     5.66116
   December 2005               5.30116                   September 2009                    5.66107
    January 2006               5.30102                    October 2009                     5.47739
   February 2006               5.30090                    November 2009                    5.66087
     March 2006                5.30121                    December 2009                    5.47720
     April 2006                5.47586                    January 2010                     5.47709
      May 2006                 5.30195                    February 2010                    5.47797
     June 2006                 5.47673                     March 2010                      5.47872
     July 2006                 5.30167                     April 2010                      5.66798
    August 2006                5.47644                      May 2010                       5.48216
   September 2006              5.47631                      June 2010                      5.66578
    October 2006               5.30125                      July 2010                      5.48194
   November 2006               5.47602                     August 2010                     5.66555
   December 2006               5.30097                   September 2010                    5.66544
    January 2007               5.30079                    October 2010                     5.48230
   February 2007               5.30064                    November 2010                    5.66525
     March 2007                5.30097                    December 2010                    5.53833
     April 2007                5.47516                    January 2011                     5.54197
      May 2007                 5.30011                    February 2011                    5.54196
     June 2007                 5.47483                     March 2011                      5.56565
     July 2007                 5.29978                     April 2011                      5.82009
    August 2007                5.47448                      May 2011                       5.63139
   September 2007              5.47432                      June 2011                      5.82012
    October 2007               5.29928                      July 2011                      5.63142
   November 2007               5.47397                     August 2011                     5.82014
   December 2007               5.29894                   September 2011                    5.82016
    January 2008               5.47362                    October 2011                     5.63146
   February 2008               5.29859                    November 2011                    5.82018
                                                  December 2011 and thereafter             0
</TABLE>

                                      L-1

<PAGE>

                                   EXHIBIT M-1

                         FORM OF PURCHASE OPTION NOTICE

                              CLARION PARTNERS, LLC
                           230 PARK AVENUE, 12TH FLOOR
                            NEW YORK, NEW YORK 10169

                                                                          [Date]


[Option Holder]


Re:     Merrill Lynch Mortgage Trust 2004-MKB1
        Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1
        ---------------------------------------------------------------

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 May 1, 2004, by and among Merrill Lynch Mortgage
Investors, Inc., as depositor, KeyCorp Real Estate Capital Markets, Inc., as
master servicer, Clarion Partners, LLC, 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 Option Holder in connection with assignment and
release of the related Mortgage Loan.]

                 Upon payment of the Option Price, Mortgage Loan number and the
related Mortgaged Property will be released and the related Mortgage Loan File
will be delivered to [you] [        ] or at [your] [_________'s] direction.

                 Drafts of such instruments of transfer or assignment, in each
case without recourse, reasonably necessary to vest in [you] or [       ] the
ownership of Mortgage Loan , together with [describe other documents or
instruments reasonably required to consummate the purchase] should be delivered
to [        ] for review as soon as is practicable.

                 [Provide Special Servicer contact information.]


                                     M-1-1

<PAGE>

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

                                        Sincerely,______________________________

                                        By:       ______________________________

                                        Name:     ______________________________

                                        Title:    ______________________________




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 Clarion Partners, LLC ("Assignor") and
[_______________] ("Assignee") in connection with (i) the Pooling and Servicing
Agreement dated as of May 1, 2004 (the "Agreement"), by and among Merrill Lynch
Mortgage Investors, Inc., as Depositor, KeyCorp Real Estate Capital Markets,
Inc., as Master Servicer, Assignor as Special Servicer, and Wells Fargo Bank,
N.A., as Trustee (the "Trustee"), with respect to the Merrill Lynch Mortgage
Trust 2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1
(the "Series 2004-MKB1 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 2004-MKB1
Securitization and is secured by the Mortgaged Property commonly known as
[___________________________] (the "Loan"). The Loan is a Defaulted Mortgage
Loan under the Agreement and is being serviced and administered by Assignor in
its capacity as Special Servicer.

            2. Assignor, (i) pursuant to Section 3.18(c) of the Agreement, is
the deemed assignee of the Purchase Option with respect to such Loan [for a
15-day period], (ii) pursuant to Section 3.18(c) of the Agreement, has the
unconditional right to assign the Purchase Option to a third party, and (iii)
has given all notices, if any, required to be given to any Person in order to
assign the Purchase Option and for the assignee thereof to exercise the Purchase
Option and purchase the Loan pursuant thereto.

            3. Assignee intends to purchase the Loan in compliance with the
Agreement and has requested that Assignor assign the Purchase Option to
Assignee, and Assignor desires to assign the Purchase Option to Assignee,
pursuant to the terms and conditions of this Assignment.

            NOW THEREFORE, the parties agree as follows:

            For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Assignor hereby assigns, transfers and conveys to
Assignee all of Assignor's right, title and interest in and to the Purchase
Option with respect to the Loan under Section 3.18 of the Agreement without any
representation or warranty of any kind whatsoever.

            This Assignment is being executed by Assignee and Assignor and shall
be binding upon Assignee, Assignor and the respective permitted successors and
assigns of each of them, for the uses and purposes set forth above and shall be
effective as of the date set forth above. This Assignment may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument. Nothing in


                                     M-2-1
<PAGE>

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:                        CLARION PARTNERS, LLC

                                             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 MAJORITY SUBORDINATE CERTIFICATEHOLDER(S)

            THIS ASSIGNMENT OF PURCHASE OPTION (this "Assignment") is made
effective as of [________] by and between [Majority Subordinate
Certificateholder(s)] ("Assignor") and [_______________] ("Assignee") in
connection with (i) the Pooling and Servicing Agreement dated as of May 1, 2004
(the "Agreement"), by and among Merrill Lynch Mortgage Investors, Inc., as
Depositor, KeyCorp Real Estate Capital Markets, Inc., as Master Servicer,
Clarion Partners, LLC, as Special Servicer ("Clarion"), and Wells Fargo Bank,
N.A., as trustee (the "Trustee"), with respect to the Merrill Lynch Mortgage
Trust 2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1
(the "Series 2004-MKB1 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
                 2004-MKB1 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 Clarion in
                 its capacity as Special Servicer.

            2.   Assignor (i) is the Majority 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


                                     M-3-1

<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:                         [MAJORITY SUBORDINATE
                                              CERTIFICATEHOLDER(S)]

                                              By:_______________________________
                                              Name:_____________________________
                                              Title:____________________________


            ASSIGNEE:                         [ASSIGNEE]

                                              By:_______________________________
                                              Name:_____________________________
                                              Title:____________________________


            ASSIGNEE CONTACT INFORMATION:

            Address:______________________________
            Telephone No.:________________________
            Facsimile:____________________________




                                     M-3-2

<PAGE>

                                    EXHIBIT N

       FORM OF MONTHLY ADDITIONAL REPORT ON RECOVERIES AND REIMBURSEMENTS

                                   [ATTACHED]

<TABLE>
<CAPTION>








---------------------------------------------------------------------------------------------------------
    PROSPECTUS    SERVICER     LOAN NAME                         ACTUAL LOAN BALANCE    ARD DATE /
        ID         LOAN #                                                               MATURITY DATE

---------------------------------------------------------------------------------------------------------
<S>                <C>         <C>                              <C>                     <C>
        10           xxx       ABC Office                       $5,053,000              11/01/07
---------------------------------------------------------------------------------------------------------
        11           xxx       XYX Retail                       $5,000,000              11/01/07
---------------------------------------------------------------------------------------------------------
        12           xxx       MNO Mobile Home Community        $2,000,000              11/01/07
---------------------------------------------------------------------------------------------------------
                                                          Totals:




<CAPTION>
--------------------------------------------------------------------------------------
                                UNREIMBURSED ADVANCES



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

         P&I ADVANCES                  SERVICING ADVANCES
-----------------------------------------------------------------
   INITIAL        ACCRUED &         INITIAL        ACCRUED &             TOTAL
   AMOUNT           UNPAID          AMOUNT           UNPAID          UNREIMBURSED
                   INTEREST                         INTEREST           ADVANCES
--------------------------------------------------------------------------------------
   <C>              <C>              <C>              <C>               <C>
   50,000           3,000            3,000            250               56,250
--------------------------------------------------------------------------------------
   50,000           3,000           10,000            800               63,800
--------------------------------------------------------------------------------------
   20,000           1,500              0               0                21,500
--------------------------------------------------------------------------------------
  120,000           7,500           13,000           1,050             141,550
  --------------------------------------------------------------------------------------
</TABLE>

                    * References to "LP" denote the corresponding
                    line of the CMSA Loan Periodic Update File


                                       N-1

<PAGE>

<TABLE>
<CAPTION>
                                                           -------------------------------------------------------------------------

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








------------------------------------------------------------------------------------------------------------------------------------
  PROSPECTUS      SERVICER            LOAN NAME             MODIFICATION DATE      AMOUNT OF TOTAL         INITIAL         TOTAL
      ID           LOAN #                                    (IF APPLICABLE)    UNREIMBURSED ADVANCES   REIMBURSEMENT  REIMBURSEMENT
                                                                                   (WITH INTEREST)          DATE
                                                                                  CONSTITUTING WDRAs
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>                               <C>                     <C>              <C>              <C>
      10            xxx      ABC Office                         12/1/2003               56,250           12/12/2003       56,250
------------------------------------------------------------------------------------------------------------------------------------
      11            xxx      XYX Retail                         11/1/2003               63,800           11/12/2003       40,000
------------------------------------------------------------------------------------------------------------------------------------
      12            xxx      MNO Mobile Home Community             na
------------------------------------------------------------------------------------------------------------------------------------
                                                  Totals:                              120,050                            96,250
                                                                                -----------------------                -------------



<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
        WORKOUT-DELAYED REIMBURSEMENT AMOUNTS
----------------------------------------------------
                   REIMBURSEMENTS
  --------------------------------------------------
      REIMBURSEMENTS FROM PRINCIPAL COLLECTIONS
  --------------------------------------------------                               -----------------------
        SUBJECT LOAN              OTHER LOANS                                            RECOVERED
                                                                                   UNLIQUIDATED ADVANCES
-------------------------------------------------------------------------------------------------------------------------
   CURRENT     CUMULATIVE     CURRENT    CUMULATIVE      TOTAL          TOTAL       CURRENT    CUMULATIVE   UNRECOVERED
                                                     UNREIMBURSED   UNLIQUIDATED                           UNLIQUIDATED
                                                         WDRAs        ADVANCES                               ADVANCES

-------------------------------------------------------------------------------------------------------------------------
   <C>           <C>          <C>         <C>             <C>         <C>           <C>         <C>          <C>
    6,000         6,000        50,250      50,250          0           56,250        2,500       2,500        53,750
-------------------------------------------------------------------------------------------------------------------------
      0           1,000          0         30,000       32,800         31,000                                 31,000
-------------------------------------------------------------------------------------------------------------------------
                                                           0              0                                      0
-------------------------------------------------------------------------------------------------------------------------
    6,000         7,000        50,250      80,250       32,800         87,250        2,500       2,500        84,750
-------------------------------------------------------------------------------------------------------------------------
</TABLE>



            * References to "LP" denote the corresponding
               line of the CMSA Loan Periodic Update File


                                     N-2

<PAGE>


<TABLE>
<CAPTION>

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



                                                           ------------------------------------------------------------------
                                                                                  OUTSTANDING ADVANCES (WITH INTEREST)
                                                                                         DEEMED NONRECOVERABLE

-----------------------------------------------------------------------------------------------------------------------------
  PROSPECTUS      SERVICER            LOAN NAME              WDRAs     UNLIQUIDATED        OTHER               TOTAL
      ID           LOAN #                                                ADVANCES       UNREIMBURSED      NONRECOVERABLE
                                                                                          ADVANCES           ADVANCES
-----------------------------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>                              <C>          <C>            <C>                    <C>
      10            xxx      ABC Office                                                                          0
-----------------------------------------------------------------------------------------------------------------------------
      11            xxx      XYX Retail                      32,800       31,000                              63,800
-----------------------------------------------------------------------------------------------------------------------------
      12            xxx      MNO Mobile Home Community                                     21,500             21,500
-----------------------------------------------------------------------------------------------------------------------------
                                                  TOTALS:    32,800       31,000           21,500             85,300
                                                           -----------------------------------------------------------------



<CAPTION>

---------------------------------------------------------------------------------------------------------------------------------
                    NONRECOVERABLE ADVANCES


---------------------------------------------------------------------------------------------------------
                                      REIMBURSEMENTS                         RECOVERY OF PREVIOUSLY
                                                                                   REIMBURSED
                                                                                      NRAs
---------------------------------------------------------------------------------------------------------
   DATE DEEMED          TOTAL          ALLOCATED TO      ALLOCATED TO     CURRENT        CUMULATIVE        TOTAL REIMBURSED BUT
  NONRECOVERABLE    REIMBURSEMENT       PRINCIPAL          INTEREST                                          UNRECOVERED NRAs
                                       COLLECTIONS       COLLECTIONS
---------------------------------------------------------------------------------------------------------------------------------
    <C>                <C>               <C>                  <C>         <C>             <C>                       <C>
                                                              0                                                     0
---------------------------------------------------------------------------------------------------------------------------------
     12/01/03           63,800            60,000            3,800                                                 63,800
---------------------------------------------------------------------------------------------------------------------------------
     12/01/03           21,500            20,000            1,500                                                 21,500
---------------------------------------------------------------------------------------------------------------------------------
                        85,300            80,000            5,300            0                0                   85,300
                   --------------------------------------------------------------------------------------------------------------
</TABLE>

            * References to "LP" denote the corresponding
            line of the CMSA Loan Periodic Update File



                                     N-3

<PAGE>

<TABLE>
<CAPTION>
                                                                         -----------------------






------------------------------------------------------------------------------------------------
   PROSPECTUS        SERVICER     LOAN NAME                                     INITIAL
       ID             LOAN #                                                  UNREIMBURSED
                                                                            ADVANCE INTEREST
------------------------------------------------------------------------------------------------
<S>                <C>           <C>                                              <C>
10                 xxx            ABC Office
------------------------------------------------------------------------------------------------
11                 xxx            XYX Retail
------------------------------------------------------------------------------------------------
12                 xxx            MNO Mobile Home Community
------------------------------------------------------------------------------------------------
                                                                TOTALS:            0
                                                                         -----------------------





<CAPTION>
-----------------------------------------------------------------------------------------------------
                       LATE FEES AND PENALTY INTEREST


-----------------------------------------------------------------------------
   LATE FEES AND PENALTY INTEREST         LATE FEES AND PENALTY INTEREST
              COLLECTED                     APPLIED TO ADVANCE INTEREST
------------------------------------------------------------------------------------------------------------------------------------
   CURRENT           CUMULATIVE           CURRENT           CUMULATIVE              REMAINING                          COMMENTS
                                                                                   UNREIMBURSED
                                                                                 ADVANCE INTEREST
------------------------------------------------------------------------------------------------------------------------------------
    <C>                 <C>                   <C>               <C>                     <C>                              <C>

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

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

------------------------------------------------------------------------------------------------------------------------------------
      0                  0                   0                  0                       0
-----------------------------------------------------------------------------------------------------
</TABLE>

            * References to "LP" denote the corresponding
            line of the CMSA Loan Periodic Update File.



                                     N-4

<PAGE>

                                    EXHIBIT O

                      FORM OF SARBANES-OXLEY CERTIFICATION
                                BY THE DEPOSITOR


Re:         Merrill Lynch Mortgage Trust 2004-MKB1 (the "Trust"), Commercial
            Mortgage Pass-Through Certificates, Series 2004-MKB1

            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 May 1, 2004 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.

            In giving the  certifications  set forth  above,  I have  reasonably
relied on  information  provided to me by the  following  unaffiliated  parties:
KeyCorp  Real  Estate  Capital  Markets,  Inc.,  as  Master  Servicer,   Clarion
Partners, LLC, as Special Servicer, and Wells Fargo Bank, N.A., as Trustee.

Date:       _________________________

                                       O-1
<PAGE>

Merrill Lynch Mortgage Investors, Inc.

--------------------------------
[name of certifying individual]
[title of certifying individual]











                                       O-2

<PAGE>

                                   EXHIBIT P-1

                      FORM OF CERTIFICATION TO BE PROVIDED
                     BY THE MASTER SERVICER TO THE DEPOSITOR


Re:         Merrill Lynch Mortgage Trust 2004-MKB1 (the "Trust"), Commercial
            Mortgage Pass-Through Certificates, Series 2004-MKB1

            I, [identify the certifying individual], a [title] of KeyCorp Real
Estate Capital Markets, Inc. ("KRECM"), on behalf of KRECM, as Master Servicer,
certify to Merrill Lynch Mortgage Investors, Inc. and its officers, directors
and affiliates, to the extent that the following information is within our
normal area of responsibilities and duties under the pooling and servicing
agreement dated as of May 1, 2004 and relating to the captioned commercial
mortgage pass-through certificates (the "Pooling and Servicing Agreement"), and
with the knowledge and intent that they will rely upon this certification in
delivering the Sarbanes-Oxley certification required by the Pooling and
Servicing Agreement, that (capitalized terms used herein but not defined shall
have the meanings assigned to such terms in the Pooling and Servicing
Agreement):

            1. I am responsible for reviewing the activities performed by KRECM
as Master Servicer under the Pooling and Servicing Agreement and based upon the
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
Clarion Partners, LLC ("Clarion") as Special Servicer, with respect to such
entity (which certificate, to our actual knowledge, contains no inaccurate
information)], and except as disclosed in the annual report on Form 10-K for the
fiscal year [ ] (the "Annual Report"), or in any reports on Form 8-K containing
distribution or servicing reports under the Pooling and Servicing Agreement
filed in respect of periods included in the year covered by the Annual Report
(collectively with the Annual Report, the "Reports"), KRECM has fulfilled its
obligations as Master Servicer under the Pooling and Servicing Agreement,
including the provision of all reports required to be submitted to the Trustee
thereunder, and that, to the knowledge of KRECM as Master Servicer, based upon
the review required under the Pooling and Servicing Agreement with respect to
KRECM as Master Servicer [and a certificate in the form attached as Exhibit A
hereto from Clarion as Special Servicer, with respect to such entity (which
certificate, to our actual knowledge, contains no inaccurate information)], such
reports do not contain any material misstatements or omissions.

            2. I have disclosed to KRECM's certified public accountants all
significant deficiencies relating to the compliance of KRECM as Master Servicer
with the minimum servicing standards in accordance with a review conducted in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
similar standard as set forth in the Pooling and Servicing Agreement [and the
compliance of Clarion as Special Servicer with the minimum servicing standards
based on a certificate in the form attached as Exhibit A hereto from such
entity].

            3. In giving the certification above, I have reasonably relied on
information provided to KRECM by the following unaffiliated parties: [names of
sub-servicers].



                                     P-1-1
<PAGE>

Date: _________________________


KeyCorp Real Estate Capital Markets, 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 2004-MKB1 (the "Trust"), Commercial
            Mortgage Pass-Through Certificates, Series 2004-MKB1

            I, [identify the certifying individual], a[n] [title] of [identify
name of company], on behalf of Clarion Partners, LLC, as Special Servicer,
certify to [identify the individual signing Exhibit P-1], KeyCorp Real Estate
Capital Markets, Inc., as Master Servicer (the "Master Servicer"), Merrill Lynch
Mortgage Investors, Inc. 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
Clarion Partners, LLC ("Clarion") as special servicer (the "Special Servicer")
under the Pooling and Servicing Agreement dated as of May 1, 2004 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, Clarion, 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 Clarion, as Special Servicer, to the Master Servicer and the
Trustee thereunder, and that, to the knowledge of Clarion, as Special Servicer,
such reports do not contain any material misstatements or omissions; and

            2. I have disclosed to Clarion's certified public accountants and
the Master Servicer's certified public accountants all significant deficiencies,
to my knowledge, relating to the compliance of Clarion 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:       _________________________


Clarion Partners, LLC


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 2004-MKB1 (the "Trust"), Commercial
            Mortgage Pass-Through Certificates, Series 2004-MKB1

            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 May 1, 2004 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 2004-MKB1 (the "Trust"), Commercial
            Mortgage Pass-Through Certificates, Series 2004-MKB1

            I, [identify the certifying individual], a [title] of Clarion
Partners, LLC, 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 May 1, 2004 and
related to the captioned commercial mortgage pass-through certificates (the
"Pooling and Servicing Agreement") (capitalized terms used herein but not
defined shall have the meanings assigned to such terms in the Pooling and
Servicing Agreement):

            1. I have reviewed the servicing reports or information relating to
the Trust delivered by the Special Servicer to the Master Servicer and the
Trustee under the Pooling and Servicing Agreement, covering the fiscal year [ ];

            2. Based on my knowledge, the servicing information in these reports
delivered by the Special Servicer, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading as of the last day of the period covered by these
servicing reports.

            3. I am responsible for reviewing the activities performed by
Clarion Partners, LLC ("Clarion") as Special Servicer under the Pooling and
Servicing Agreement and. based upon my knowledge and the annual compliance
review required under the Pooling and Servicing Agreement with respect to the
Master Servicer [,and except as disclosed on Schedule 1 hereto], Clarion has
fulfilled its obligations under the Pooling and Servicing Agreement, including
the provision of all information and/or reports required to be submitted by
Clarion, as Special Servicer, to the Master Servicer and the Trustee thereunder.

            4. The accountant's statement delivered pursuant to Section 3.14 of
the Pooling and Servicing Agreeement discloses all significant deficiencies
relating to the Special Servicer's compliance with the minimum servicing
standards based upon the report provided by an independent public accountant,
after conducting a review in compliance with the Uniform Attestation Program for
Mortgage Bankers or similar procedure, as set forth in the Pooling and Servicing
Agreement.

Clarion Partners, LLC                   Date: __________________________________

By:________________________________
Name:______________________________
Title:_____________________________



                                     P-3-1

<PAGE>

                                    EXHIBIT Q

                           LIST OF BROKER STRIP LOANS

            The following table sets forth the Broker Strip Loans (in each case
identified by the name assigned to such Broker Strip Loan on the Mortgage Loan
Schedule), and with respect to each Broker Strip Loan, the Broker Strip Rate and
the Broker Payee for the subject Broker Strip Loan.

<TABLE>
<CAPTION>
LOAN NO.:       LOAN NAME:                            BROKER STRIP:     PAYEE:
---------       ----------                            -------------     ------
<S>             <C>                                  <C>                <C>
11              The Clubs at Rhodes Ranch             5 bps (0.05%)     Knightsbridge Realty Capital
15              Harrah's Office Complex               5 bps (0.05%)     Professional Mortgage
25              Park Place Shopping Center            5 bps (0.05%)     Beacon Financial
27              Patriots Plaza Shopping Center        5 bps (0.05%)     Beacon Financial
52              Mid-Towne Self Storage                5 bps (0.05%)     Knightsbridge Realty Capital
</TABLE>






                                       Q-1
<PAGE>

                                   EXHIBIT R-1

                       GREAT MALL B-NOTE REMITTANCE REPORT


KEY COMMERCIAL MORTGAGE
REMITTANCE REPORT
START DATE 04/09/2004, END DT: 04/11/2004
****

<TABLE>
<CAPTION>
MASTER         LOAN                       BEG PRIN        PRINCIPAL        GROSS       SERVICE            NET
LOAN #         Nbr    BORROWER NAME       BALANCE           AMOUNT        INTEREST       FEE            INTEREST
<S>            <C>       <C>             <C>                 <C>          <C>           <C>            <C>
4/11/2004
               *****     *****           42,000,000.00       0.00         379,750.00    1,085.00       378,665.00



RECORD COUNT:  1                                             0.00         379,750.00    1,085.00       378,665.00




<CAPTION>
MASTER            TOTAL          END PRIN       PAYMENT       DATE
LOAN #          REMITTANCE       BALANCE        DUE DATE     RECEIVED
<S>              <C>           <C>             <C>           <C>
4/11/2004
                378,665.00     42,000,000.00   04/11/04      04/09/04



                378,665.00
</TABLE>




                                     R-1-1

<PAGE>

                                   EXHIBIT R-2

                      GREAT MALL B-NOTE LOAN SUMMARY REPORT

                               LOAN SUMMARY REPORT

                               Loan Nbr: ********

<TABLE>
<CAPTION>
<S>                                    <C>
Loan Number:                           010020578 Note Dt:

Pool ID:                                   3P486 First Payment Dt:
Investor Name:                            ****** Term to Maturity:
Investor Nbr:                                486 Amo. Term:

Prospectus Id:                            952521 Maturity Dt:
Sub Pool Id:                           000000001 Amo. End Dt:

Previous Number:                          952521 ARD Dt:

Master Loan Nbr:                                 Call Dt:

Loan Type:                              3rdParty Grace Days:

Loan Status:                                     Late Fee Basis:
Originator:                                 **** Interest Type:
Cost Center Code:                           9999 Interest Accrual:

Cost Center Desc:                                Payment Type:
                          Pymt Frequency:                             1 Other Constant:
Officer:                                    **** Lien Position:

Closer:                                    *****
Asset Admin:                             clousmi Interest Rt:
Credit Spclst:                           smithj6 Interest Default Rt:

Tax Spclst:                              tayloga Service Fee Rt:
Insurance Spclst:                        wilsor4 Late Fee Pct:
                          Guaranty Fee Rate:                  0.000000% Misc. Balance:

# Properties:                                  1
Appraisal Value:                     390,000,000 Tax Int. Bearing:
Total Sq. Ft. / Units:                 1,005,626 Ins. Int. Bearing

Occupancy %:                               0.00%
Cash Flow DSCR:                             0.00 Hold Code 1:
                          Hold Code 2:

Yld Maint End Dt:         Hold Code 3:


<CAPTION>
 <S>                      <C>                                         <C>                                     <C>
 Loan Number:             04/09/2003 Original Loan Amt:                42,000,000.00 Brwr Name:               *****

 Pool ID:                 05/11/2003 Current Loan Amt:                 42,000,000.00 Brwr Short Name:         *****
 Investor Name:                  420 Original LTV:                            10.77% Brwr c/o:                *****.
 Investor Nbr:                     0 Current LTV:                             10.77% Brwr Addr 1:             *****

 Prospectus Id:           05/11/2035                         Brwr Addr 2:            *****
 Sub Pool Id:                        Pymt Due Dt:                         05/11/2004 ****                     New York, NY
                                                                                                              10022-0000
 Previous Number:         05/11/2013 Days Delinquent:        0

 Master Loan Nbr:                    Payoff Date:                                    Brwr Mail 1:             ***
                                                             Brwr Mail 2:            ***
 Loan Type:                        1 Pymt Constant:                       367,500.00 Brwr Mail 3:             ****

 Loan Status:                      F Tax Constant:                              0.00 Brwr Mail 4:             ****
 Originator:                      FX Insurance Constant:                        0.00 Brwr Mail 5:             ***
 Cost Center Code:                A0 PMI/FHA Constant:                          0.00

 Cost Center Desc:                IO Reserve Constant:                          0.00 Tax Id:                  ****
                                                        0.00 Phone/Fax:              ***
 Officer:                          2 Late Fees Due:                             0.00

 Closer:                                                     Ach Acct Nm:
 Asset Admin:             10.500000% Tax Balance                                0.00 Ach Acct #:
 Credit Spclst:            4.000000% Insurance Balance:                         0.00 Ach Acct Type:

 Tax Spclst:               0.030000% Reserve Balance:                           0.00 Ach Routing #:
 Insurance Spclst:         4.000000% PMI/FHA Balance:                           0.00 Ach Draft Day:           0
                                                        0.00 Ach Bank Id:            0

 # Properties:                                               Ach Amount:             $0.00
 Appraisal Value:                  N Suspense Balance:                          0.00
 Total Sq. Ft. / Units:            N Misc Advance:                              0.00  Sub Servicer:           Key

 Occupancy %:                                                 Sub Servicer Rate:     0.000000%
 Cash Flow DSCR:                     Watch List Date:        Correspondent Nm:
                                     Spcl Svc Date:          Correspondent Rate:     0.00000

 Yld Maint End Dt:                   Bankruptcy Date:        Servicer Address:

</TABLE>
                                     R-2-1

<PAGE>

Pre Pay End Dt:      Status Code 1:    WATERFALL- SPRINGING Foreclosure Date:
Lockout End Dt:      Status Code 2:               REO Date:

Prepay Description:

Related Loan Nbrs:


Tax Parcels













                                     R-2-2

<PAGE>

INSURANCE POLICIES

<TABLE>
<CAPTION>
          SEQ    TYP  BILL     DUE       DUE        COVERAGE      DEDUCT        PYMT  INS     START        EXP        REMIT
          NBR    CD  STATUS   DATE     AMOUNT        AMOUNT       AMOUNT        CNST  FRQ      DT          DT          DT
          <S>    <C>  <C>    <C>        <C>         <C>            <C>          <C>   <C>   <C>         <C>         <C>
           1     HZ    0     06/30/04   0.00        168,000,000      25,000     0.00  12    06/30/03    06/30/04    6/30/2004
           2     EP    0     06/30/04   0.00        200,000,000      25,000     0.00  12    04/09/03    06/30/04    6/30/2004
           3     LS    0     06/30/04   0.00        168,000,000           0     0.00  12    06/30/03    06/30/04    6/30/2004
           4     TE    0     06/30/04   0.00        168,000,000      25,000     0.00  12    06/30/03    06/30/04    6/30/2004
           5     GL    0     06/30/04   0.00          1,000,000           0     0.00  12    06/30/03    06/30/04    6/30/2004
           6     OL    0     06/30/04   0.00        168,000,000      25,000     0.00  12    06/30/03    06/30/04    6/30/2004
           7     EU    0     06/20/04   0.00         25,000,000           0     0.00  12    06/20/03    06/20/04    6/20/2004
           8     EU    0     06/20/04   0.00         25,000,000           0     0.00  12    06/20/03    06/20/04    6/20/2004
           9     EU    0     06/20/04   0.00         25,000,000           0     0.00  12    06/20/03    06/20/04    6/20/2004
RESERVES
No Reserves Found.



<CAPTION>
SEQ    FRC PL     FRC PL
NBR   START DT    END DT       POLICY NUMBER      COMPANY                             AGENT
 <S>  <C>         <C>  <C>                     <C>                                 <C>
 1                        3576-45-30           FEDERAL-INS-CO (NJ)                 KAYE INS ASSOC LP NEW YORK
 2                        Unassigned           ALLIANZ INS CO LOS ANGELES          KAYE INS ASSOC LP NEW YORK
 3                        3576-45-30           FEDERAL-INS-CO (NJ)                 KAYE INS ASSOC LP NEW YORK
 4                        3576-45-30           FEDERAL-INS-CO (NJ)                 KAYE INS ASSOC LP NEW YORK
 5                        3576-45-30           FEDERAL-INS-CO (NJ)                 KAYE INS ASSOC LP NEW YORK
 6                        3576-45-30           FEDERAL-INS-CO (NJ)                 KAYE INS ASSOC LP NEW YORK
 7                        BE7414068623400412   AMERICAN INTL SPCLTY LNS NJ         KAYE INS ASSOC LP NEW YORK
 8                        UNASSIGNED004121     GULF UNDERWITERS INS CO DALLAS      KAYE INS ASSOC LP NEW YORK
 9                        UNASSIGNED004121     CHUBB GROUP OF INS CO.'S-PA         KAYE INS ASSOC LP NEW YORK
</TABLE>

<TABLE>
<CAPTION>
<S>                        <C>                                         <C>                                   <C>
Property Name:                          *****  Loan Alloc %:              100.00%  Owner Occupied:
Property Number:                            1  Total Sq. Ft.:           1,005,626  Occupancy Dt:
Address 1:                              *****  Total Units:                     0  Occupancy %:                   0.00%

Address 2:                                     Prop Sub-Type:           CBD-MULTI  Inspection Dt:
City, St Zip               New York, NY 10022  Management Co.:                     Next Inspection Dt:       04/09/2004
County:                              NEW YORK  # Buildings:    1                   # Elevators:          18

Property Type:                      CBD-MULTI  Total # Stories: 38                 Elevator Type:             PASSENGER A/C (y/n):
Construction Type:                      GLASS

LOCKBOX
Springing


<CAPTION>
<S>                   <C>                     <C>
Property Name:        Appraisal Dt:           02/01/2003
Property Number:      Appraisal Value:        ##########
Address 1:            Year Built:                   1973

Address 2:            Year Renovated:
City, St Zip          Heat Type:               BOILER
County:                Fuel Type:               WATER

Property Type:
Construction Type:


LOCKBOX
Springing
</TABLE>
<TABLE>

<CAPTION>
WORK LOG

TYPE                     CAPTION                             STATUS      CREATE DT     REMINDER       DEAD LINE          COMPLETED
                                                                                         DATE            DATE              DATE
<S>                      <C>                                 <C>         <C>          <C>             <C>              <C>
Ins                      DEMAND COVERAGE                     Completed   07/15/03     11/20/03        11/25/03         12/16/03
Gen                      P&I Commencement                    New         05/05/03     12/11/04        05/11/05
Gen                      ARD Date of Loan                    New         05/01/03     11/11/12        05/11/13


UCC TYPE                 REFILING DATE ORIG FILING DATE                  CURRENT FILING DT CURRENT REG # ORIGINAL REG #

S                        04/14/2008                 04/14/2003           see 20577/sa                   030414081140
ADDITIONAL COLLATERAL
</TABLE>


                                     R-2-3

<PAGE>

ADDITIONAL NAMES

TYPE          NAME           ADDRESS 1      ADDRESS 2      ADDRESS 3    PHONE #

GR            ****           *****          *****


TYPE         NOTE     COMMENT
Cd            DATE

CS           05/01/03 If a payment falls due on a day that is not a business
                      day, then it shall be due on the immediately preceeding
                      business day.

IS           05/09/03 The property is considered a legally non-conforming use,
                      and has no parking facilities. Property is located in
                      flood zone "C" an area of maderate or minimal flood
                      hazard.

CS           05/12/03 If anyone has questions regarding cash management, please
                      contact ****** at (212) *****.

IS           05/22/03 B NOTE - REFERENCE LOAN #*****

CS           07/01/03 Only a portion of this Note is in Pool **, **** has
                      traunched a section of the note off. Per Diane Haislip
                      6/30/03.

?            09/12/03 Reversed $103.01 and reposted to loan #01-0020577.


 TYPE            NOTE        COMMENT
  Cd             DATE
TK            5/1/2003  The anticipated repayment date of this loan is May
                        11, 2013.
TK            5/5/2003  Loan is interest only for 24 months. May 11, 2005,
                        the loan begins to amortize.
NA            5/14/2003
NA            5/16/2003
NA            5/16/2003
NA            5/20/2003
NA             7/2/2003
ISH            7/3/2003
TK            7/15/2003
NA            7/30/2003
NA           10/10/2003
TK           11/10/2003
TK           12/16/2003
ISL          12/16/2003
ISL          12/16/2003
NA             4/5/2004





                                     R-2-4