Filed Pursuant to Rule 424(b) (5)
                                            Registration File No.: 333-126218-01

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 10, 2005)

                                 $1,884,497,000
                                  (Approximate)

                     MERRILL LYNCH MORTGAGE TRUST 2005-CIP1
                                    as Issuer

         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                  as Depositor

                      MERRILL LYNCH MORTGAGE LENDING, INC.
                COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE, INC.
                          IXIS REAL ESTATE CAPITAL INC.
                         PNC BANK, NATIONAL ASSOCIATION
                            as Mortgage Loan Sellers
                                 -------------

     We, Merrill Lynch Mortgage Investors, Inc., are establishing a trust fund.
The offered certificates are mortgage-backed securities issued by the trust
fund. Only the classes of mortgage pass-through certificates listed in the
table below are being offered by this prospectus supplement and the
accompanying prospectus. The offered certificates are not obligations of us,
any of the mortgage loan sellers, any of our or their respective affiliates or
any other person, and are not guaranteed or insured by any person, including
any private or governmental insurer. The trust fund will consist of a pool of
135 commercial, multifamily and manufactured housing community mortgage loans
with an initial mortgage pool balance of approximately $2,056,750,308 and the
other characteristics described in this prospectus supplement. The trust fund
will issue multiple classes of commercial mortgage pass-through certificates,
twelve of which are being offered by this prospectus supplement. The offered
certificates will accrue interest from August 1, 2005.


     INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. YOU SHOULD CAREFULLY
REVIEW THE FACTORS DESCRIBED UNDER "RISK FACTORS" BEGINNING ON PAGE S-41 OF
THIS PROSPECTUS SUPPLEMENT AND ON PAGE 14 OF THE ACCOMPANYING PROSPECTUS.

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

<TABLE>

                                                   APPROXIMATE
                             EXPECTED             INITIAL TOTAL      APPROXIMATE INITIAL
                             RATINGS          PRINCIPAL BALANCE OR      PASS-THROUGH        ASSUMED FINAL        RATED FINAL
                      (DBRS/FITCH/ MOODY'S)      NOTIONAL AMOUNT            RATE          DISTRIBUTION DATE   DISTRIBUTION DATE
                     ----------------------- ---------------------- -------------------- ------------------- ------------------

Class A-1 ..........       AAA/AAA/Aaa           $   79,700,000             4.6300%          June 2010           July 2038
Class A-2 ..........       AAA/AAA/Aaa           $  533,800,000             4.9600%         August 2010          July 2038
Class A-3A .........       AAA/AAA/Aaa           $  157,900,000             4.9490%         August 2012          July 2038
Class A-3B .........       AAA/AAA/Aaa           $   50,000,000             5.0450%         August 2012          July 2038
Class A-SB .........       AAA/AAA/Aaa           $  108,000,000             5.0220%          March 2015          July 2038
Class A-4 ..........       AAA/AAA/Aaa           $  510,325,000             5.0470%          July 2015           July 2038
Class AM ...........       AAA/AAA/Aaa           $  205,675,000             5.1070%          July 2015           July 2038
Class AJ ...........       AAA/AAA/Aaa           $  138,830,000             5.1370%         August 2015          July 2038
Class B ............        AA/AA/Aa2            $   43,706,000             5.2746%         August 2015          July 2038
Class C ............     AA(low)/AA-/Aa3         $   17,997,000             5.3046%         August 2015          July 2038
Class D ............          A/A/A2             $   38,564,000             5.3736%         August 2015          July 2038
Class XP ...........       AAA/AAA/Aaa           $2,008,754,000             0.3154%         August 2013          July 2038
</TABLE>

     No one will list the offered certificates on any national securities
exchange or any automated quotation system of any registered securities
association. The Securities and Exchange Commission and state securities
regulators have not approved or disapproved of the certificates offered to you
or determined if this prospectus supplement or the accompanying prospectus is
adequate or accurate. Any representation to the contrary is a criminal offense.

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

     Merrill Lynch, Pierce, Fenner & Smith Incorporated, Countrywide Securities
Corporation, IXIS Securities North America Inc., PNC Capital Markets, Inc. and
Wachovia Capital Markets, LLC are the underwriters of this offering. Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Countrywide Securities
Corporation are acting as joint bookrunning managers in the following manner:
Countrywide Securities Corporation is acting as sole bookrunning manager with
respect to 20.0% of the class A-3B certificates, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated is acting as sole bookrunning manager with respect
to the remainder of the class A-3B certificates and all other classes of
offered certificates. IXIS Securities North America Inc., PNC Capital Markets,
Inc. and Wachovia Capital Markets, LLC will act as co-managers. We will sell
the offered certificates to the underwriters, who will sell their respective
allotments of those certificates from time to time in negotiated transactions
or otherwise at varying prices to be determined at the time of sale. The
underwriters expect to deliver the offered certificates to purchasers on or
about August 24, 2005. We expect to receive from this offering approximately
$1,914,798,583 in sale proceeds, plus accrued interest on the offered
certificates from and including August 1, 2005, before deducting expenses
payable by us. Not every underwriter will have an obligation to buy offered
certificates from us. See "Method of Distribution" in this prospectus
supplement.
                                 -------------

MERRILL LYNCH & CO.                           COUNTRYWIDE SECURITIES CORPORATION
                         IXIS SECURITIES NORTH AMERICA
PNC CAPITAL MARKETS, INC.                                    WACHOVIA SECURITIES

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

          The date of this prospectus supplement is August 11, 2005.


                     MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

        Commercial Mortgage Pass-Through Certificates, Series 2005-CIP1
                      Geographic Overview of Mortgage Pool

MONTANA           NEW YORK             SOUTH CAROLINA      NEW MEXICO
1 property        12 properties        2 properties        2 properties
$2,295,823        $417,785,560         $15,417,671         $5,259,349
0.1% of IPB       20.3% of IPB         0.7% of IPB         0.3% of IPB

KANSAS            VERMONT              GEORGIA             COLORADO
2 properties      2 properties         6 properties        7 properties
$28,310,000       $26,962,591          $19,706,839         $82,070,837
1.4% of IPB       1.3% of IPB          1.0% of IPB         4.0% of IPB

NORTH DAKOTA      MAINE                FLORIDA             ARIZONA
1 property        2 properties         27 properties       5 properties
$4,450,000        $2,084,278           $173,682,240        $45,000,000
0.2% of IPB       0.1% of IPB          8.4% of IPB         2.2% of IPB

MISSOURI          MASSACHUSETTS        KENTUCKY            SOUTHERN CALIFORNIA
3 properties      3 properties         3 properties        34 properties
$27,286,760       $16,867,797          $8,558,657          $305,519,912
1.3% of IPB       0.8% opf IPB         0.4% of IPB         14.9% of IPB

ILLINOIS          CONNECTICUT          ALABAMA             CALIFORNIA
3 properties      5 properties         2 properties        49 properties
$5,078,340        $35,290,192          $3,547,572          $349,521,326
0.2% of IPB       1.7% of IPB          0.2% of IPB         17.0% of IPB

WISCONSIN         RHODE ISLAND         TENNESSEE           NORTHERN CALIFORNIA
2 properties      1 property           5 properties        15 properties
$9,146,000        $8,548,034           $6,151,233          $44,001,414
0.4% of IPB       0.4% of IPB          0.3% of IPB         2.1% of IPB

INDIANA           NEW JERSEY           MISSISSIPPI         NEVADA
2 properties      4 properties         1 property          6 properties
$188,513,820      $38,650,000          $1,255,922          $42,055,000
9.2% of IPB       1.9% of IPB          0.1% of IPB         2.0% of IPB

MICHIGAN          DELAWARE             LOUISIANA           WASHINGTON
2 properties      2 properties         1 property          4 properties
$8,934,534        $17,015,272          $1,196,116          $32,784,158
0.4% of IPB       0.8% of IPB          0.1% of IPB         1.6% of IPB

PENSYLVANIA       MARYLAND             ARKANSAS
12 properties     3 properties         4 properties
$72,038,237       $33,000,000          $7,139,367
3.5% of IPB       1.6% of IPB          0.3% of IPB

OHIO              VIRGINIA             TEXAS
5 properties      4 poroperties        33 properties
$45,274,921       $14,823,918          $160,284,148
2.2% of IPB       0.7% of IPB          7.8% of IPB

NEW HAMPSHIRE     NORTH CAROLINA       OKLAHOMA
1 property        21 properties        2 properties
$5,320,037        $90,934,654          $4,509,107
0.3% of IPB       4.4% of IPB          0.2% of IPB


[ ]  <1.0% of Cut-Off Date Balance
[ ]  1.0% - 5.0% of Cut-Off Date Balance
[ ]  5.1% - 10.0% of Cut-Off Date Balance
[ ]  >10.0% of Cut-Off Date Balance

                                TABLE OF CONTENTS

                              PROSPECTUS SUPPLEMENT

                                                                            Page
                                                                           -----
Important Notice About the Information Contained in this Prospectus
   Supplement, the Accompanying Prospectus and the Related
   Registration Statement...............................................     S-4
Dealer Prospectus Delivery Obligation...................................     S-4
Summary of Prospectus Supplement........................................     S-5
Risk Factors............................................................    S-41
Capitalized Terms Used in this Prospectus Supplement....................    S-75
Forward-Looking Statements..............................................    S-75
Description of the Mortgage Pool........................................    S-76
Servicing of the Mortgage Loans.........................................   S-109
Description of the Offered Certificates.................................   S-144
Yield and Maturity Considerations.......................................   S-173
Use of Proceeds.........................................................   S-184
Federal Income Tax Consequences.........................................   S-184
ERISA Considerations....................................................   S-188
Legal Investment........................................................   S-191
Method of Distribution..................................................   S-192
Legal Matters...........................................................   S-193
Ratings.................................................................   S-194
Glossary................................................................   S-196

Annex A-1   --   Certain Characteristics of the Mortgage Loans
Annex A-2   --   Certain Statistical Information Regarding the Mortgage Loans
Annex B     --   Certain Characteristics Regarding Multifamily Properties
Annex C     --   Structural and Collateral Term Sheet
Annex D     --   Class XP Reference Rate Schedule
Annex E     --   Form of Trustee Report
Annex F     --   Class A-SB Planned Principal Balance Schedule

                                   PROSPECTUS

                                                                            Page
                                                                            ----
Important Notice About the Information Presented in this Prospectus......      2
Available Information; Incorporation by Reference........................      2
Summary of Prospectus....................................................      4
Risk Factors.............................................................     14
Capitalized Terms Used in this Prospectus................................     35
Description of the Trust Assets..........................................     36
Yield and Maturity Considerations........................................     64
Merrill Lynch Mortgage Investors, Inc....................................     71
Description of the Certificates..........................................     71
Description of the Governing Documents...................................     81
Description of Credit Support............................................     91
Legal Aspects of Mortgage Loans..........................................     93
Federal Income Tax Consequences..........................................    107
State and Other Tax Consequences.........................................    145
ERISA Considerations.....................................................    145
Legal Investment.........................................................    149
Use of Proceeds..........................................................    151
Method Of Distribution...................................................    152
Legal Matters............................................................    153
Financial Information....................................................    153
Rating...................................................................    153
Glossary.................................................................    155


                                       S-3



IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT,
       THE ACCOMPANYING PROSPECTUS AND THE RELATED REGISTRATION STATEMENT

          Information about the offered certificates is contained in two
separate documents--

          o    this prospectus supplement, which describes the specific terms of
               the offered certificates; and

          o    the accompanying prospectus, which provides general information,
               some of which may not apply to the offered certificates.

          You should read both this prospectus supplement and the accompanying
prospectus in full to obtain material information concerning the offered
certificates.

          You should only rely on the information contained in this prospectus
supplement, the accompanying prospectus and our registration statement. We have
not authorized any person to give any other information or to make any
representation that is different from the information contained in this
prospectus supplement, the accompanying prospectus or our registration
statement.

          If the descriptions of the offered certificates vary between the
accompanying prospectus and this prospectus supplement, you should rely on the
information in this prospectus supplement.

          This prospectus supplement and the accompanying prospectus include
cross-references to sections in these materials where you can find further
related discussions. The table of contents in each of this prospectus supplement
and the accompanying prospectus identify the pages where these sections are
located.

                                   ----------

                      DEALER PROSPECTUS DELIVERY OBLIGATION

          Until November 16, 2005, all dealers effecting transactions in the
offered certificates, whether or not participating in this distribution, may be
required to deliver a prospectus supplement and the accompanying prospectus.
This is in addition to the obligation of dealers acting as underwriters to
deliver a prospectus supplement and the accompanying prospectus with respect to
their unsold allotments and subscriptions.

                                   ----------


                                       S-4



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

                        SUMMARY OF PROSPECTUS SUPPLEMENT

          This summary contains selected information regarding the offering
being made by this prospectus supplement. It does not contain all of the
information you need to consider in making your investment decision. To
understand more fully the terms of the offering of the offered certificates, you
should read carefully this prospectus supplement and the accompanying prospectus
in full.

                  OVERVIEW OF THE SERIES 2005-CIP1 CERTIFICATES

          The offered certificates will be part of a series of commercial
mortgage pass-through certificates designated as Commercial Mortgage
Pass-Through Certificates, Series 2005-CIP1, and issued in multiple classes. The
immediately following table identifies and specifies various characteristics for
those classes of certificates, both offered and non-offered, that bear interest.

         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1

<TABLE>

                                                           APPROX.
                                             APPROX.    INITIAL TOTAL    APPROX. %                 APPROX.
                               EXPECTED         %         PRINCIPAL     OF INITIAL      PASS-     INITIAL    WEIGHTED
                               RATINGS        TOTAL        BALANCE       MORTGAGE     THROUGH       PASS-     AVERAGE
                             DBRS/FITCH/      CREDIT     OR NOTIONAL       POOL         RATE       THROUGH     LIFE       PRINCIPAL
CLASS                          MOODY'S       SUPPORT        AMOUNT       BALANCE    DESCRIPTION     RATE      (YEARS)      WINDOW
------------------------   ---------------   -------   --------------   ---------   -----------   --------   --------   ------------

Offered Certificates
A-1                          AAA/AAA/Aaa     30.000%   $   79,700,000     3.875%       Fixed       4.6300%     2.883    09/05-06/10
A-2                          AAA/AAA/Aaa     30.000%   $  533,800,000    25.954%       Fixed       4.9600%     4.894    06/10-08/10
A-3A                         AAA/AAA/Aaa     30.000%   $  157,900,000     7.677%      WAC Cap      4.9490%     6.898    07/12-08/12
A-3B                         AAA/AAA/Aaa     30.000%   $   50,000,000     2.431%      WAC Cap      5.0450%     6.967    08/12-08/12
A-SB                         AAA/AAA/Aaa     30.000%   $  108,000,000     5.251%      WAC Cap      5.0220%     7.322    08/10-03/15
A-4                          AAA/AAA/Aaa     30.000%   $  510,325,000    24.812%      WAC Cap      5.0470%     9.818    03/15-07/15
AM                           AAA/AAA/Aaa     20.000%   $  205,675,000    10.000%      WAC Cap      5.1070%     9.883    07/15-07/15
AJ                           AAA/AAA/Aaa     13.250%   $  138,830,000     6.750%      WAC Cap      5.1370%     9.894    07/15-08/15
B                             AA/AA/Aa2      11.125%   $   43,706,000     2.125%        WAC        5.2746%     9.967    08/15-08/15
C                          AA(low)/AA-/Aa3   10.250%   $   17,997,000     0.875%        WAC        5.3046%     9.967    08/15-08/15
D                               A/A/A2        8.375%   $   38,564,000     1.875%        WAC        5.3736%     9.967    08/15-08/15
XP                           AAA/AAA/Aaa       N/A     $2,008,754,000       N/A     Variable IO    0.3154%      N/A         N/A
Certificates Not Offered
E                                 --          7.125%   $   25,709,000     1.250%        WAC        5.3836%      --           --
F                                 --          5.500%   $   33,423,000     1.625%        WAC        5.3836%      --           --
G                                 --          4.500%   $   20,567,000     1.000%        WAC        5.3836%      --           --
H                                 --          3.250%   $   25,709,000     1.250%        WAC        5.3836%      --           --
J                                 --          2.750%   $   10,284,000     0.500%      WAC Cap      4.8280%      --           --
K                                 --          2.500%   $    5,142,000     0.250%      WAC Cap      4.8280%      --           --
L                                 --          2.125%   $    7,713,000     0.375%      WAC Cap      4.8280%      --           --
M                                 --          1.750%   $    7,713,000     0.375%      WAC Cap      4.8280%      --           --
N                                 --          1.500%   $    5,142,000     0.250%      WAC Cap      4.8280%      --           --
P                                 --          1.250%   $    5,141,000     0.250%      WAC Cap      4.8280%      --           --
Q                                 --          0.000%   $   25,710,308     1.250%      WAC Cap      4.8280%      --           --
XC                                --           N/A     $2,056,750,308       N/A    Variable IO     0.0408%      N/A          N/A
</TABLE>

          In reviewing the foregoing table, prospective investors should note
          that--

          o    The class A-1, A-2, A-3A, A-3B, A-SB, A-4, AM, AJ, B, C, D, E, F,
               G, H, J, K, L, M, N, P and Q certificates are the only
               certificates identified in the table that have principal
               balances. The principal balance of any of those certificates at
               any time represents the maximum amount that the

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


                                       S-5



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

               holder may receive as principal out of cash flow received on or
               with respect to the mortgage loans.

          o    The class XC and XP certificates do not have principal balances.
               They are interest-only certificates and each of those classes
               will accrue interest on a notional amount.

          o    For purposes of calculating the amount of accrued interest on the
               class XC certificates, that class of certificates will have a
               total notional amount equal to the total principal balance of the
               class A-1, A-2, A-3A, A-3B, A-SB, A-4, AM, AJ, B, C, D, E, F, G,
               H, J, K, L, M, N, P and Q certificates outstanding from time to
               time.

          o    For purposes of calculating the amount of accrued interest on the
               class XP certificates, that class of certificates will have a
               total notional amount that initially equals the sum of (a) the
               lesser of $75,410,000 and the total principal balance of the
               class A-1 certificates outstanding from time to time and (b) the
               total principal balance of the class A-2, A-3A, A-3B, A-SB, A-4,
               AM, AJ, B, C, D, E, F, G, H, J, K and L certificates outstanding
               from time to time. The total notional amount of the class XP
               certificates will decline from time to time, in the manner
               described under "Description of the Offered
               Certificates--General" in this prospectus supplement. In any
               event, the total notional amount of the class XP certificates
               will be zero following the distribution date in August 2013.

          o    The actual total principal balance or notional amount, as
               applicable, of any class of certificates at initial issuance may
               be larger or smaller than the amount shown above, depending on
               the actual size of the initial mortgage pool balance or for other
               reasons. The actual size of the initial mortgage pool balance may
               be as much as 5% larger or smaller than the amount presented in
               this prospectus supplement.

          o    The ratings shown in the table are those expected of Dominion
               Bond Rating Service, Inc., Fitch, Inc. and Moody's Investors
               Service, Inc., respectively. The rated final distribution date
               for the offered certificates is the distribution date in July
               2038. A security rating is not a recommendation to buy, sell or
               hold securities and may be subject to revision or withdrawal at
               any time by the assigning rating organization. A security rating
               does not address the likelihood or frequency of voluntary or
               involuntary prepayments, the possibility that you might suffer a
               lower than expected yield, the likelihood of receipt of
               prepayment premiums or yield maintenance charges, any allocation
               of prepayment interest shortfalls, the likelihood of collection
               of default interest, or the tax treatment of the certificates or
               the trust fund.

          o    The percentages indicated under the column "Approx. % Total
               Credit Support" with respect to the class A-1, A-2, A-3A, A-3B,
               A-SB and A-4 certificates represent the approximate credit
               support for the class A-1, A-2, A-3A, A-3B, A-SB and A-4
               certificates, collectively.

          o    Each class of certificates identified in the table as having a
               "Fixed" pass-through rate will have a fixed pass-through rate
               that will remain constant at the initial pass-through rate shown
               for that class in the table.

          o    Each class of certificates identified in the table as having a
               "WAC Cap" pass-through rate will have a variable pass-through
               rate equal to the lesser of--

               (a)  the initial pass-through rate identified in the table with
                    respect to that class, and

               (b)  a weighted average of the adjusted net mortgage interest
                    rates on the mortgage loans from time to time.

          o    Each class of certificates identified in the table as having a
               "WAC" pass-through rate will have a variable pass-through rate
               equal to a weighted average of the adjusted net mortgage interest
               rates

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


                                       S-6



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

               on the mortgage loans from time to time minus, in the case of the
               class B, C and D certificates, a specified percentage that varies
               on a class-by-class basis.

          o    The pass-through rates for the class XC and XP certificates will
               be variable and, as to each such class, will equal the weighted
               average of the respective strip rates at which interest accrues
               from time to time on the respective components of the total
               notional amount of the subject class of certificates; provided
               that the class XP certificates will in no event accrue interest
               following the end of the July 2013 interest accrual period. Those
               strip rates will be calculated by reference to, among other
               things, a weighted average of the adjusted net mortgage interest
               rates on the mortgage loans and/or a reference rate.

          o    The pass-through rates applicable to the class XC and XP
               certificates will, as an aggregate matter, generally equal the
               excess, if any, of--

               1.   a weighted average of the adjusted net mortgage interest
                    rates on the mortgage loans from time to time, over

               2.   the weighted average of the pass-through rates from time to
                    time on the classes of certificates identified in the table
                    that have principal balances.

          o    The initial pass-through rates listed for the class XC and XP
               certificates and each class of certificates identified in the
               table as having a WAC pass-through rate are approximate.

          o    As to any given class of offered certificates with a principal
               balance, the weighted average life is the average amount of time
               in years between the assumed settlement date for that class of
               certificates and the payment of each dollar of principal of that
               class of certificates.

          o    As to any given class of offered certificates with a principal
               balance, the principal window is the period during which holders
               of those certificates would receive distributions of principal.

          o    The weighted average lives and principal windows for the
               respective classes of offered certificates with principal
               balances have been calculated based on the assumptions, among
               others, that--

               1.   each mortgage loan with an anticipated repayment date is
                    paid in full on that date,

               2.   no mortgage loan is otherwise prepaid prior to maturity
                    (which means a 0% CPR; see "Yield and Maturity
                    Considerations" in this prospectus supplement, including
                    "--CPR Model"),

               3.   no defaults or losses occur with respect to the mortgage
                    loans, and

               4.   no extensions of maturity dates of mortgage loans occur.

               See "Yield and Maturity Considerations--Weighted Average Lives"
               in this prospectus supplement.

          o    The certificates will also include the class R-I, R-II and Z
               certificates, which are not presented in the table. The class
               R-I, R-II and Z certificates do not have principal balances or
               notional amounts and do not accrue interest. The class R-I, R-II
               and Z certificates are not offered by this prospectus supplement.

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


                                       S-7



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

          o    When we refer to the "adjusted net mortgage interest rate" of a
               mortgage loan in the bullets above, we mean the mortgage interest
               rate for that mortgage loan in effect as of the date of initial
               issuance of the certificates--

               1.   net of the sum of the per annum rates at which the related
                    master servicing fee (which is inclusive of primary
                    servicing fees with respect to each mortgage loan except the
                    mortgage loan identified in 2. below) and the trustee fee
                    accrue,

               2.   solely in the case of the mortgage loan that we intend to
                    include in the trust that is secured by the mortgaged real
                    property identified on Annex A-1 to this prospectus
                    supplement as The Westchester and that will be serviced and
                    administered under a separate agreement from the rest of the
                    mortgage pool, net of the per annum rate at which the
                    servicing fee for that mortgage loan under that separate
                    servicing agreement is calculated,

               3.   without regard to any increase in the mortgage interest rate
                    that may occur in connection with a default,

               4.   without regard to any modification of the mortgage interest
                    rate that may occur after the date of initial issuance of
                    the certificates,

               5.   without regard to any increase in the mortgage interest rate
                    that may occur if that mortgage loan, if it has an
                    anticipated repayment date, is not repaid in full on or
                    before that anticipated repayment date, and

               6.   as that net mortgage interest rate for that mortgage loan,
                    if it accrues interest on the basis of the actual number of
                    days during each one-month accrual period in a year assumed
                    to consist of 360 days, may be adjusted in the manner
                    described in this prospectus supplement for purposes of
                    calculating the pass-through rates of the various classes of
                    interest-bearing certificates.

          The offered certificates will evidence beneficial ownership interests
in the trust fund. The primary assets of the trust fund will consist of a
segregated pool of mortgage loans. When we refer to mortgage loans in this
prospectus supplement, we are referring to the mortgage loans that we intend to
include in the trust fund, unless the context clearly indicates otherwise. We
identify the mortgage loans that we intend to include in the trust fund on Annex
A-1 to this prospectus supplement.

          The governing document for purposes of issuing the offered
certificates, as well as the other certificates, and forming the trust fund will
be a pooling and servicing agreement to be dated as of August 1, 2005. The
pooling and servicing agreement will, with one exception, also govern the
servicing and administration of the mortgage loans and the other assets that
back the certificates. The parties to the pooling and servicing agreement will
include us, a trustee, a fiscal agent, a master servicer and a special servicer.
A copy of the pooling and servicing agreement will be filed with the Securities
and Exchange Commission as an exhibit to a current report on Form 8-K, within 15
days of the initial issuance of the certificates. The Securities and Exchange
Commission will make that current report on Form 8-K and its exhibits available
to the public for inspection. See "Available Information; Incorporation by
Reference" in the accompanying prospectus.

                                RELEVANT PARTIES

WE AND US.....................   Our name is Merrill Lynch Mortgage Investors,
                                 Inc. We are a special purpose Delaware
                                 corporation. Our address is 4 World Financial
                                 Center, 16th Floor, 250 Vesey Street, New York,
                                 New York 10080 and our telephone number is
                                 (212) 449-1000. See

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                                       S-8



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                                 "Merrill Lynch Mortgage Investors, Inc." in the
                                 accompanying prospectus.

TRUSTEE.......................   LaSalle Bank National Association, a national
                                 banking association with corporate trust
                                 offices located in Chicago, Illinois, will act
                                 as trustee on behalf of all the
                                 certificateholders. The corporate trust office
                                 of LaSalle Bank is located at 135 S. LaSalle
                                 Street, Suite 1625, Chicago, Illinois 60603,
                                 Attention: Global Securities and Trust Services
                                 Group--Merrill Lynch Mortgage Trust 2005-CIP1.
                                 The trustee will be responsible for
                                 distributing payments to certificateholders and
                                 delivering certain reports to
                                 certificateholders that provide various details
                                 regarding the certificates and the mortgage
                                 loans. In addition, the trustee will also be
                                 primarily responsible for back-up advancing.
                                 The trustee will also have, or be responsible
                                 for appointing an agent to perform, additional
                                 duties with respect to tax administration. See
                                 "Description of the Offered Certificates--The
                                 Trustee" in this prospectus supplement.

FISCAL AGENT..................   ABN AMRO Bank N.V., a Netherlands banking
                                 corporation, will act as fiscal agent. The
                                 fiscal agent will be responsible for back-up
                                 advancing if the trustee fails to perform its
                                 back-up advancing obligation. See "Description
                                 of the Offered Certificates--The Fiscal Agent"
                                 in this prospectus supplement.

MASTER SERVICER...............   Midland Loan Services, Inc., a Delaware
                                 corporation, will act as master servicer with
                                 respect to the mortgage loans. The master
                                 servicer will be primarily responsible for
                                 collecting payments and gathering information
                                 with respect to the mortgage loans, subject to
                                 the discussion under "--Merrill Lynch Mortgage
                                 Trust Series 2005-MCP1 Trustee, Master Servicer
                                 and Special Servicer" below. The primary
                                 servicing offices of Midland Loan Services,
                                 Inc. are located at 10851 Mastin Street, Suite
                                 700, Overland Park, Kansas 66210. See
                                 "Servicing of the Mortgage Loans--The Master
                                 Servicer and the Special Servicer" in this
                                 prospectus supplement. Midland Loan Services,
                                 Inc. is a subsidiary of PNC Bank, National
                                 Association, one of the mortgage loan sellers,
                                 and an affiliate of PNC Capital Markets, Inc.,
                                 one of the underwriters.

SPECIAL SERVICER..............   LNR Partners, Inc., a Florida corporation, will
                                 act as special servicer with respect to the
                                 mortgage loans and any related foreclosure
                                 properties. The special servicer will be
                                 primarily responsible for making decisions and
                                 performing certain servicing functions with
                                 respect to the mortgage loans that, in general,
                                 are in default or as to which default is
                                 imminent, subject to the discussion under
                                 "--Merrill Lynch Mortgage Trust Series
                                 2005-MCP1 Trustee, Master Servicer and Special
                                 Servicer" below. The primary servicing offices
                                 of LNR Partners, Inc. are located at 1601
                                 Washington Avenue, Miami Beach, Florida

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                                       S-9



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                                 33139. See "--Master Servicer" above and
                                 "Servicing of the Mortgage Loans--The Master
                                 Servicer and the Special Servicer" in this
                                 prospectus supplement.

MERRILL LYNCH MORTGAGE TRUST
SERIES 2005-MCP1 TRUSTEE,
MASTER SERVICER AND SPECIAL
SERVICER......................   The mortgage loan secured by the mortgaged real
                                 property identified on Annex A-1 to this
                                 prospectus supplement as The Westchester, which
                                 we refer to in this prospectus supplement as
                                 the Westchester trust mortgage loan, has a
                                 cut-off date principal balance of $100,000,000,
                                 representing approximately 4.9% of the initial
                                 mortgage pool balance, and is one of a group of
                                 loans made to the same borrower that are
                                 secured by the same mortgaged real property,
                                 which we refer to as a loan combination, which
                                 other loans will not be included in the trust
                                 and will not be part of the mortgage pool
                                 backing the certificates. One (1) of those
                                 other loans, which we refer to in this
                                 prospectus supplement as the Westchester pari
                                 passu non-trust loan, is pari passu in right of
                                 payment and in other respects to the
                                 Westchester trust mortgage loan, while the
                                 remaining loans in that loan combination, which
                                 we refer to in this prospectus supplement as
                                 the Westchester subordinate non-trust loans,
                                 are subordinate in right of payment and in
                                 other respects to the Westchester trust
                                 mortgage loan and the Westchester pari passu
                                 non-trust loan. The Westchester subordinate
                                 non-trust loans are grouped into three (3)
                                 tiers of respective seniority--a "B note" tier,
                                 a "C note" tier and a "D note" tier, each of
                                 which consists of one or more subordinate
                                 non-trust loans.

                                 The Westchester pari passu non-trust loan
                                 referred to above has been deposited in the
                                 trust fund for a commercial mortgage
                                 securitization involving the issuance of a
                                 separate series of commercial mortgage-backed
                                 securities, in respect of which we were the
                                 depositor, captioned Merrill Lynch Mortgage
                                 Trust 2005-MCP1, Commercial Mortgage
                                 Pass-Through Certificates, Series 2005-MCP1,
                                 which we sometimes refer to in this prospectus
                                 supplement as MLMT Series 2005-MCP1.

                                 The intercreditor agreement for the Westchester
                                 loan combination generally provides that the
                                 loans secured by the Westchester mortgaged real
                                 property are to be serviced and administered
                                 pursuant to the MLMT Series 2005-MCP1 pooling
                                 and servicing agreement (the governing document
                                 for the MLMT Series 2005-MCP1 securitization),
                                 which provides for servicing arrangements that
                                 are generally similar but not identical to
                                 those under the pooling and servicing agreement
                                 for our Series 2005-CIP1 certificates. In that
                                 regard--

                                 o    Wells Fargo Bank, N.A., a national banking
                                      association, which is the trustee under
                                      the MLMT Series 2005-MCP1 pooling and
                                      servicing agreement, is, in that capacity,
                                      the

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                                      S-10



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                                      mortgagee of record for all loans secured
                                      by the Westchester mortgaged real
                                      property; and

                                 o    Midland Loan Services, Inc., which is the
                                      master servicer under the pooling and
                                      servicing agreement for our Series
                                      2005-CIP1 certificates, is the master
                                      servicer and the special servicer under
                                      the MLMT Series 2005-MCP1 pooling and
                                      servicing agreement, and is therefore the
                                      master servicer and the special servicer
                                      for all loans secured by the Westchester
                                      mortgaged real property.

                                 Notwithstanding the foregoing, references in
                                 this prospectus supplement to the "trustee",
                                 the "master servicer" or the "special servicer"
                                 mean, unless indicated otherwise, the party
                                 acting in that capacity under the pooling and
                                 servicing agreement for our Series 2005-CIP1
                                 certificates.

                                 For more information regarding the loan
                                 combination referred to above, see "--The
                                 Mortgage Loans and the Mortgaged Real
                                 Properties--Payment and Other
                                 Terms--Westchester Loan Combination" below and
                                 "Description of the Mortgage Pool--Westchester
                                 Loan Combination" in this prospectus
                                 supplement.

CONTROLLING CLASS OF
CERTIFICATEHOLDERS............   The holders--or, if applicable, beneficial
                                 owners--of certificates representing a majority
                                 interest in a designated controlling class of
                                 the certificates (initially the class Q
                                 certificates) will have the right, subject to
                                 the conditions described under "Servicing of
                                 the Mortgage Loans--The Controlling Class
                                 Representative and "--Replacement of the
                                 Special Servicer" in this prospectus
                                 supplement, to--

                                 o    replace the special servicer; and

                                 o    select a representative that may direct
                                      and advise the special servicer on various
                                      servicing matters with respect to the
                                      mortgage loans (other than the Westchester
                                      trust mortgage loan).

                                 Unless there are significant losses on the
                                 mortgage loans, the controlling class of
                                 certificateholders will be the holders of a
                                 non-offered class of certificates. We
                                 anticipate that an affiliate of the initial
                                 special servicer, will purchase certain
                                 non-offered classes of certificates, including
                                 the class Q certificates, and will be the
                                 initial controlling class representative.

THE WESTCHESTER CONTROLLING
SUBORDINATE NOTEHOLDER AND
WESTCHESTER PARI PASSU
NON-TRUST LOAN NOTEHOLDER.....   As indicated under "--Merrill Lynch Mortgage
                                 Trust Series 2005-MCP1 Trustee, Master Servicer
                                 and Special Servicer" above and under "--The
                                 Mortgage Loans and the Mortgaged

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                                      S-11



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                                 Real Properties--Westchester Loan Combination"
                                 below, the mortgage loan we refer to in this
                                 prospectus supplement as the Westchester trust
                                 mortgage loan, is part of a loan combination
                                 that includes multiple other loans, one (1) of
                                 which is pari passu in right of payment and in
                                 other respects to the Westchester trust
                                 mortgage loan, and the others of which are
                                 subordinate in right of payment and in other
                                 respects to the Westchester trust mortgage loan
                                 and the Westchester pari passu non-trust loan.
                                 The Westchester subordinate non-trust loans are
                                 grouped into three (3) tiers of relative
                                 seniority--a "B note" tier, a "C note" tier and
                                 a "D note" tier-- each of which consists of one
                                 or more subordinate non-trust loans.

                                 The holder (or, in the case of a tier of
                                 subordinate non-trust loans, the holders) of
                                 the most junior Westchester subordinate
                                 non-trust loan (or tier of loans) that has an
                                 outstanding principal balance, as reduced by,
                                 among other things, any appraisal reduction
                                 amounts and principal payments, that is equal
                                 to or greater than 25% of its original
                                 principal balance, will have the right, in lieu
                                 of the controlling class of certificateholders,
                                 to direct and advise the MLMT Series 2005-MCP1
                                 master servicer and special servicer on various
                                 servicing matters with respect to the
                                 Westchester loan combination and the related
                                 mortgaged real property in similar but not
                                 identical manner to that described in
                                 "--Controlling Class of Certificateholders"
                                 above. See "Description of the Mortgage
                                 Pool--Westchester Loan Combination" in this
                                 prospectus supplement.

                                 The controlling class of certificateholders
                                 will not have any rights to direct the
                                 servicing and/or administration of the
                                 Westchester loan combination, but will have the
                                 right to consult with the MLMT Series 2005-MCP1
                                 master servicer and/or special servicer
                                 regarding the servicing of the Westchester
                                 trust mortgage loan.

MORTGAGE LOAN SELLERS.........   We will acquire the mortgage loans that will
                                 back the certificates from--

                                 o    Merrill Lynch Mortgage Lending, Inc., a
                                      Delaware corporation;

                                 o    Countrywide Commercial Real Estate
                                      Finance, Inc., a California corporation;

                                 o    IXIS Real Estate Capital Inc., a New York
                                      corporation; and

                                 o    PNC Bank, National Association, a national
                                      banking association;

                                 each of which originated or acquired the
                                 mortgage loans to be included in the trust.

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                                      S-12



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                                 See "Description of the Mortgage Pool--The
                                 Mortgage Loan Sellers" in this prospectus
                                 supplement.

                                 The following table shows the number of
                                 mortgage loans that we expect will be sold to
                                 us by each mortgage loan seller and the
                                 respective percentages that those mortgage
                                 loans represent of the initial mortgage pool
                                 balance

<TABLE>

                                                         AGGREGATE          % OF
                                          NUMBER OF    CUT-OFF DATE       INITIAL
                MORTGAGE                   MORTGAGE      PRINCIPAL     MORTGAGE POOL
              LOAN SELLER                   LOANS         BALANCE         BALANCE
---------------------------------------   ---------   --------------   -------------

1. Merrill Lynch Mortgage Lending, Inc.       50      $1,084,720,719       52.7%
2. Countrywide Commercial Real Estate
      Finance, Inc.                           40         400,518,631       19.5
3. IXIS Real Estate Capital Inc.              22         380,991,702       18.5
4. PNC Bank, National Association             23         190,519,256        9.3
                                             ---      --------------      -----
                                             135      $2,056,750,308      100.0%
</TABLE>

UNDERWRITERS..................   The underwriters for this offering are: Merrill
                                 Lynch, Pierce, Fenner & Smith Incorporated, a
                                 Delaware corporation; Countrywide Securities
                                 Corporation, a California corporation; IXIS
                                 Securities North America Inc., a Delaware
                                 corporation; PNC Capital Markets, Inc., a
                                 Pennsylvania corporation; and Wachovia Capital
                                 Markets, LLC, a Delaware limited liability
                                 company. See "Method of Distribution" in this
                                 prospectus supplement. Merrill Lynch, Pierce,
                                 Fenner & Smith Incorporated is our affiliate
                                 and is an affiliate of one of the mortgage loan
                                 sellers. Countrywide Securities Corporation is
                                 an affiliate of another of the mortgage loan
                                 sellers. IXIS Securities North America Inc. is
                                 an affiliate of another of the mortgage loan
                                 sellers. PNC Capital Markets, Inc. is an
                                 affiliate of the remaining mortgage loan seller
                                 and Midland Loan Services, Inc., the initial
                                 master servicer.

                                 Merrill Lynch, Pierce, Fenner & Smith
                                 Incorporated and Countrywide Securities
                                 Corporation are acting as co-lead managers for
                                 this offering. IXIS Securities North America
                                 Inc., PNC Capital Markets, Inc. and Wachovia
                                 Capital Markets, LLC are acting as co-managers
                                 for this offering. Merrill Lynch, Pierce,
                                 Fenner & Smith Incorporated and Countrywide
                                 Securities Corporation are acting as joint
                                 bookrunning managers in the following manner:
                                 Countrywide Securities Corporation is acting as
                                 sole bookrunning manager with respect to 20.0%
                                 of the class A-3B certificates, and Merrill
                                 Lynch, Pierce, Fenner & Smith Incorporated is
                                 acting as sole bookrunning manager with respect
                                 with respect to the remainder of the class A-3B
                                 certificates and all other classes of offered
                                 certificates.

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                           RELEVANT DATES AND PERIODS

CUT-OFF DATE..................   References in this prospectus supplement to the
                                 "cut-off date" mean, individually and
                                 collectively, as the context may require, with
                                 respect to each mortgage loan, the related due
                                 date of that mortgage loan in August 2005 or,
                                 with respect to those mortgage loans, if any,
                                 that were originated in July or August 2005 and
                                 have their first due date in September 2005,
                                 August 1, 2005 or, with respect to those
                                 mortgage loans, if any, that were originated in
                                 August 2005 and have their first due date in
                                 October 2005, the date of origination. All
                                 payments and collections received on each
                                 mortgage loan after the cut-off date, excluding
                                 any payments or collections that represent
                                 amounts due on or before that date, will belong
                                 to the trust fund.

                                 With respect to eight (8) mortgage loans (loan
                                 numbers 52, 67, 103, 122, 125, 132, 133 and
                                 135), representing 1.5% of the initial mortgage
                                 pool balance, which were originated in August
                                 2005, the related mortgage loan sellers will
                                 each deposit, for the benefit of the trust, an
                                 amount that will cause the trust to receive, in
                                 September 2005, a full month's interest with
                                 respect to each of those mortgage loans. For
                                 purposes of determining distributions on the
                                 certificates, those supplemental interest
                                 payments should be considered payments by the
                                 related borrowers.

CLOSING DATE..................   The date of initial issuance for the offered
                                 certificates will be on or about August 24,
                                 2005.

DETERMINATION DATE............   For any distribution date, the fourth business
                                 day prior to the distribution date.

                                 Notwithstanding the foregoing, the master
                                 servicer may make its determination as to the
                                 collections received in respect of certain
                                 mortgage loans as of a later date during each
                                 month because those mortgage loans provide for
                                 monthly debt-service payments to be due on a
                                 day later than the first day of each month, but
                                 which, subject to the applicable business day
                                 convention, is not later than the 8th day of
                                 each month. In addition, the MLMT Series
                                 2005-MCP1 master servicer may make its
                                 determination as to the collections received in
                                 respect of the Westchester trust mortgage loan
                                 as of an earlier date during each month.

                                 With respect to any distribution date,
                                 references in this prospectus supplement to
                                 "determination date" mean, as to each mortgage
                                 loan, the applicable determination date
                                 occurring in the same month as that
                                 distribution date.

DISTRIBUTION DATE.............   Payments on the offered certificates are
                                 scheduled to occur monthly, commencing in
                                 September 2005. During any given month, the
                                 distribution date will be the 12th day of such
                                 month

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                                      S-14



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                                 or, if the 12th day is not a business day, the
                                 next succeeding business day.

RECORD DATE...................   The record date for each monthly payment on an
                                 offered certificate will be the last business
                                 day of the prior calendar month. The registered
                                 holders of the offered certificates at the
                                 close of business on each record date will be
                                 entitled to receive any payments on those
                                 certificates on the following distribution
                                 date.

RATED FINAL DISTRIBUTION
DATE..........................   The rated final distribution date for each
                                 class of the offered certificates is the
                                 distribution date in July 2038.

ASSUMED FINAL DISTRIBUTION
DATES.........................   The distribution date on which each class of
                                 offered certificates is expected to be paid in
                                 full (or, in the case of the class XP
                                 certificates, the distribution date on which
                                 its notional amount is expected to be reduced
                                 to zero), assuming, among other things, no
                                 delinquencies, losses, modifications,
                                 extensions of maturity dates, repurchases or,
                                 except as contemplated by the next sentence,
                                 prepayments of the mortgage loans after the
                                 initial issuance of the certificates, is set
                                 forth opposite that class in the table below.
                                 For purposes of the table, each mortgage loan
                                 with an anticipated repayment date is assumed
                                 to repay in full on its anticipated repayment
                                 date.

                                                 MONTH AND YEAR OF
                                 CLASS   ASSUMED FINAL DISTRIBUTION DATE
                                 -----   -------------------------------
                                  A-1               June 2010
                                  A-2              August 2010
                                  A-3A             August 2012
                                  A-3B             August 2012
                                  A-SB              March 2015
                                  A-4               July 2015
                                   AM               July 2015
                                   AJ              August 2015
                                   B               August 2015
                                   C               August 2015
                                   D               August 2015
                                   XP              August 2013

                                 See the maturity assumptions described under
                                 "Yield and Maturity Considerations" in this
                                 prospectus supplement for further assumptions
                                 that were taken into account in determining the
                                 assumed final distribution dates.

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                                      S-15



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COLLECTION PERIOD.............   On any distribution date, amounts available for
                                 payment on the offered certificates will depend
                                 on the payments and other collections received,
                                 and any advances of payments due, on the
                                 mortgage loans during the related collection
                                 period. Each collection period--

                                 o    will relate to a particular distribution
                                      date;

                                 o    will be approximately one month long;

                                 o    will begin on the day after the
                                      determination date in the immediately
                                      preceding month or, in the case of the
                                      first collection period, will begin
                                      immediately following the cut-off date;
                                      and

                                 o    will end on the determination date in the
                                      month of the related distribution date.

                                 However, the collection period for any
                                 distribution date for certain mortgage loans
                                 and for the Westchester trust mortgage loan may
                                 differ from the collection period with respect
                                 to the rest of the mortgage pool for that
                                 distribution date because the determination
                                 dates for those mortgage loans may not be the
                                 same as the determination date for the rest of
                                 the mortgage pool. Accordingly, there may be
                                 more than one collection period with respect to
                                 some distribution dates.

                                 With respect to any distribution date,
                                 references in this prospectus supplement to
                                 "collection period" mean, as to each mortgage
                                 loan, the applicable collection period ending
                                 in the month in which that distribution date
                                 occurs.

INTEREST ACCRUAL PERIOD.......   The amount of interest payable with respect to
                                 the offered certificates on any distribution
                                 date will be a function of the interest accrued
                                 during the related interest accrual period. The
                                 interest accrual period for any distribution
                                 date will be the calendar month immediately
                                 preceding the month in which that distribution
                                 date occurs; provided that, for the purposes of
                                 calculating interest on the interest-bearing
                                 classes of the certificates, each interest
                                 accrual period will be deemed to consist of 30
                                 days and each year will be deemed to consist of
                                 360 days.

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                                      S-16



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                     DESCRIPTION OF THE OFFERED CERTIFICATES

GENERAL.......................   The trust fund will issue 27 classes of the
                                 certificates with an approximate total
                                 principal balance at initial issuance equal to
                                 $2,056,750,308. Twelve (12) of those classes of
                                 the certificates are being offered by this
                                 prospectus supplement. The remaining classes of
                                 the certificates will be offered separately in
                                 a private offering.

                                 The classes offered by this prospectus
                                 supplement are:

                                 o    class A-1, A-2, A-3A, A-3B, A-SB and A-4,

                                 o    class AM,

                                 o    class AJ,

                                 o    class B,

                                 o    class C,

                                 o    class D, and

                                 o    class XP.

                                 Distributions on the offered certificates will
                                 be made solely from collections on the mortgage
                                 pool. The offered certificates are
                                 mortgage-backed securities issued by the trust
                                 fund.

REGISTRATION AND
DENOMINATIONS.................   We intend to deliver the offered certificates
                                 in book-entry form in original denominations
                                 of--

                                 o    in the case of the class XP certificates,
                                      $100,000 initial notional amount and in
                                      any whole dollar denominations in excess
                                      of $100,000; and

                                 o    in the case of the other classes of
                                      offered certificates, $25,000 initial
                                      principal balance and in any whole dollar
                                      denomination in excess of $25,000.

                                 You will initially hold your offered
                                 certificates through The Depository Trust
                                 Company and they will be registered in the name
                                 of Cede & Co. as nominee for The Depository
                                 Trust Company. As a result, you will not
                                 receive a fully registered physical certificate
                                 representing your interest in any offered
                                 certificate, except under the limited
                                 circumstances described under "Description of
                                 the Offered Certificates--Registration and
                                 Denominations" in this prospectus supplement
                                 and under "Description of the
                                 Certificates--Book-Entry Registration" in the
                                 accompanying prospectus.

TOTAL PRINCIPAL BALANCE OR
NOTIONAL AMOUNT AT INITIAL
ISSUANCE......................   The table appearing under the caption
                                 "--Overview of the Series 2005-CIP1
                                 Certificates" above identifies for each class
                                 of the

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                                      S-17



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                                 certificates, excluding the class Z, R-I and
                                 R-II certificates, the approximate total
                                 initial principal balance or notional amount,
                                 as applicable, of that class.

                                 The actual total initial principal balance or
                                 notional amount of any class of certificates
                                 may be larger or smaller than the amount shown
                                 above, depending on the actual size of the
                                 initial mortgage pool balance or for other
                                 reasons. The actual size of the initial
                                 mortgage pool balance may be as much as 5%
                                 larger or smaller than the amount presented in
                                 this prospectus supplement.

                                 The class A-1, A-2, A-3A, A-3B, A-SB, A-4, AM,
                                 AJ, B, C, D, E, F, G, H, J, K, L, M, N, P and Q
                                 certificates are the only certificates with
                                 principal balances and are sometimes referred
                                 to as the principal balance certificates. The
                                 principal balance of any of those certificates
                                 at any time represents the maximum amount that
                                 the holder may receive as principal out of cash
                                 flow received on or with respect to the
                                 mortgage loans.

                                 The class XC and XP certificates do not have
                                 principal balances. They are interest-only
                                 certificates. For a description of the notional
                                 amounts of the class XC and XP certificates,
                                 see "Description of the Offered
                                 Certificates--General" in this prospectus
                                 supplement.

                                 The class R-I, R-II and Z certificates do not
                                 have principal balances or notional amounts.
                                 The class R-I and R-II certificates are
                                 residual interest certificates, and the holders
                                 of the class R-I and R-II certificates are not
                                 expected to receive any material payments. The
                                 class Z certificates represent the right to
                                 receive additional interest, if any, accrued
                                 and received in respect of mortgage loans with
                                 anticipated repayment dates.

PASS-THROUGH RATE.............   The table appearing under the caption
                                 "--Overview of the Series 2005-CIP1
                                 Certificates" above provides the indicated
                                 information regarding the pass-through rate at
                                 which each interest-bearing class of the
                                 certificates will accrue interest.

                                 The pass-through rates for the class A-1 and
                                 A-2 certificates will, in the case of each of
                                 these classes, be fixed at the rate per annum
                                 identified in the table appearing under the
                                 caption "--Overview of the Series 2005-CIP1
                                 Certificates" above as the initial pass-through
                                 rate for the subject class.

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                                      S-18



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                                 The pass-through rates for the class A-3A,
                                 A-3B, A-SB, A-4, AM, AJ, J, K, L, M, N, P and Q
                                 certificates will, in the case of each of these
                                 classes, be a variable rate that, with respect
                                 to any interest accrual period, is equal to the
                                 lesser of:

                                 (a)  the rate per annum identified in the table
                                      appearing under the caption "--Overview of
                                      the Series 2005-CIP1 Certificates" above
                                      as the initial pass-through rate for the
                                      subject class, and

                                 (b)  a weighted average of the adjusted net
                                      mortgage interest rates on the mortgage
                                      loans for the related distribution date.

                                 The pass-through rate for the class B, C, D, E,
                                 F, G and H certificates will, in the case of
                                 each of these classes, be a variable rate that,
                                 with respect to any interest accrual period, is
                                 equal to a weighted average of the adjusted net
                                 mortgage interest rates on the mortgage loans
                                 for the related distribution date minus, in the
                                 case of the class B, C and D certificates, a
                                 class margin. That margin will be 0.109% in the
                                 case of the class B certificates, 0.079% in the
                                 case of the class C certificates and 0.010% in
                                 the case of the class D certificates.

                                 The pass-through rates for the class XC and XP
                                 certificates will be variable and, as to each
                                 such class, will equal the weighted average of
                                 the respective strip rates at which interest
                                 accrues from time to time on the respective
                                 components of the total notional amount of the
                                 subject class of certificates; provided that
                                 the class XP certificates will in no event
                                 accrue interest following the end of the July
                                 2013 interest accrual period.

                                 When we refer to the adjusted net mortgage
                                 interest rate of a mortgage loan in this
                                 "--Pass-Through Rate" subsection, we mean the
                                 net mortgage interest rate for that mortgage
                                 loan as calculated and adjusted in the manner
                                 described in the final bullet under "--Overview
                                 of the Series 2005-CIP1 Certificates" above.

                                 For additional information regarding the
                                 pass-through rates for the interest-bearing
                                 classes of the certificates, see "Description
                                 of the Offered Certificates--Calculation of
                                 Pass-Through Rates" in this prospectus
                                 supplement.

PAYMENTS

A. GENERAL...................    On each distribution date, to the extent of
                                 available funds attributable to the mortgage
                                 loans as described below, the trustee will make
                                 payments of interest and, except in the case of
                                 the class XC and XP certificates, principal to
                                 the holders of the following classes of
                                 certificates, in the following order:

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                                      S-19



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                                 PAYMENT ORDER              CLASS
                                 -------------   --------------------------
                                        1        A-1, A-2, A-3A, A-3B, A-SB,
                                                       A-4, XC and XP
                                        2                    AM
                                        3                    AJ
                                        4                     B
                                        5                     C
                                        6                     D
                                        7                     E
                                        8                     F
                                        9                     G
                                       10                     H
                                       11                     J
                                       12                     K
                                       13                     L
                                       14                     M
                                       15                     N
                                       16                     P
                                       17                     Q

                                 Payments of interest in respect of the class
                                 A-1, A-2, A-3A, A-3B, A-SB, A-4, XC and XP
                                 certificates will be made pro rata, based on
                                 entitlement.

                                 Allocation of principal payments among the
                                 class A-1, A-2, A-3A, A-3B, A-SB and A-4
                                 certificates is described under
                                 "--Payments--Payments of Principal" below. The
                                 class XC and XP certificates do not have
                                 principal balances and do not entitle their
                                 holders to payments of principal. See
                                 "Description of the Offered
                                 Certificates--Payments--Priority of Payments"
                                 in this prospectus supplement.

                                 No payments or other collections on the
                                 Westchester non-trust loans described under
                                 "--The Mortgage Loans and the Mortgaged Real
                                 Properties--Payment and Other Terms--
                                 Westchester Loan Combination" below, which are
                                 not part of the trust fund, will be available
                                 for distributions on the certificates. In
                                 addition, certain reimbursements to the MLMT
                                 Series 2005-MCP1 master servicer, special
                                 servicer and trustee may affect distributions
                                 on the certificates. See "Description of the
                                 Mortgage Pool--Westchester Loan Combination" in
                                 this prospectus supplement.

B. PAYMENTS OF INTEREST......    Each class of certificates will bear interest,
                                 with the exception of the class Z, R-I and R-II
                                 certificates. With respect to each
                                 interest-bearing class of certificates, that
                                 interest will accrue during each interest
                                 accrual period based upon--

                                 o    the pass-through rate applicable for the
                                      particular class for that interest accrual
                                      period;

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                                      S-20



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                                 o    the total principal balance or notional
                                      amount, as the case may be, of the
                                      particular class outstanding immediately
                                      prior to the related distribution date;
                                      and

                                 o    the assumption that each year consists of
                                      twelve 30-day months.

                                 A whole or partial prepayment on a mortgage
                                 loan may not be accompanied by the amount of
                                 one full month's interest on the prepayment. As
                                 and to the extent described under "Description
                                 of the Offered Certificates--Payments--Payments
                                 of Interest" in this prospectus supplement,
                                 these shortfalls may be allocated to reduce the
                                 amount of accrued interest otherwise payable to
                                 the holders of the respective interest-bearing
                                 classes of the certificates (other than the
                                 class XC and XP certificates).

                                 On each distribution date, subject to available
                                 funds and the payment priorities described
                                 under "--Payments--General" above, you will be
                                 entitled to receive your proportionate share of
                                 all unpaid interest accrued with respect to
                                 your class of offered certificates through the
                                 end of the related interest accrual period less
                                 (other than in the case of the class XP
                                 certificates) your class's share of any
                                 shortfalls in interest collections due to
                                 prepayments on mortgage loans that are not
                                 offset by certain payments made by the master
                                 servicer.

                                 If, as described below under "--Payments of
                                 Principal", collections of principal are
                                 insufficient to make a full reimbursement for
                                 nonrecoverable advances, those amounts may be
                                 reimbursed from interest on the mortgage loans,
                                 thereby reducing the amount of interest
                                 otherwise distributable on the interest-bearing
                                 certificates on the related distribution date.

                                 See "Description of the Offered
                                 Certificates--Payments--Payments of Interest",
                                 "--Payments--Priority of Payments" and
                                 "--Calculation of Pass-Through Rates" in this
                                 prospectus supplement.

                                 No payments or other collections of interest on
                                 the Westchester non-trust loans described under
                                 "--The Mortgage Loans and the Mortgaged Real
                                 Properties--Payment and Other
                                 Terms--Westchester Loan Combination" below,
                                 which are not part of the trust fund, will be
                                 available for distribution on the
                                 interest-bearing classes of the certificates.

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                                      S-21



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C. PAYMENTS OF PRINCIPAL......   The class XC, XP, R-I, R-II and Z certificates
                                 do not have principal balances and do not
                                 entitle their holders to payments of principal.
                                 Subject to available funds and the payment
                                 priorities described under
                                 "--Payments--General" above, however, the
                                 holders of each class of principal balance
                                 certificates will be entitled to receive a
                                 total amount of principal over time equal to
                                 the initial principal balance of their
                                 particular class. The trustee will be required
                                 to make payments of principal in a specified
                                 sequential order to ensure that--

                                 o    no payments of principal will be made to
                                      the holders of the class E, F, G, H, J, K,
                                      L, M, N, P or Q certificates until the
                                      total principal balance of the offered
                                      certificates, exclusive of the class XP
                                      certificates, is reduced to zero;

                                 o    no payments of principal will be made to
                                      the holders of the class AM, AJ, B, C or D
                                      certificates until, in the case of each of
                                      those classes, the total principal balance
                                      of all more senior classes of offered
                                      certificates, exclusive of the class XP
                                      certificates, is reduced to zero; and

                                 o    except as described below in the following
                                      two paragraphs, payments of principal will
                                      be made to the holders of the class A-1,
                                      A-2, A-3A, A-3B, A-SB and A-4
                                      certificates, in sequential order until
                                      the respective total principal balances of
                                      the class A-1, A-2, A-3A, A-3B, A-SB and
                                      A-4 certificates, in that order, are
                                      reduced to zero.

                                 The discussion in the foregoing paragraph
                                 notwithstanding, and except as otherwise
                                 described in the following paragraph, on each
                                 distribution date the total principal balance
                                 of the class A-SB certificates must, subject to
                                 available funds, be paid down, if necessary, to
                                 the scheduled principal balance for that class
                                 for that distribution date that is set forth on
                                 Annex F to this prospectus supplement before
                                 any payments of principal are made with respect
                                 to the class A-1, A-2, A-3A and/or A-3B
                                 certificates.

                                 Because of losses on the mortgage loans and/or
                                 default-related or other unanticipated expenses
                                 of the trust, the total principal balance of
                                 the class AM, AJ, B, C, D, E, F, G, H, J, K, L,
                                 M, N, P and Q certificates could be reduced to
                                 zero at a time when the class A-1, A-2, A-3A,
                                 A-3B, A-SB and A-4 certificates remain
                                 outstanding. If the total principal balance of
                                 the class AM, AJ, B, C, D, E, F, G, H, J, K, L,
                                 M, N, P and Q certificates is reduced to zero
                                 at a time when the class A-1, A-2, A-3A, A-3B,
                                 A-SB and A-4 certificates, or any two or more
                                 of those classes, remain outstanding, any
                                 payments of principal will be distributed to
                                 the holders of the outstanding class A-1, A-2,
                                 A-3A, A-3B, A-

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                                      S-22



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                                 SB and A-4 certificates, pro rata, rather than
                                 sequentially, in accordance with their
                                 respective principal balances.

                                 The total payments of principal to be made on
                                 the certificates on any distribution date will
                                 generally be a function of--

                                 o    the amount of scheduled payments of
                                      principal due or, in some cases, deemed
                                      due on the mortgage loans during the
                                      related collection period, which payments
                                      are either received as of the end of that
                                      collection period or advanced by the
                                      master servicer, the trustee or the fiscal
                                      agent; and

                                 o    the amount of any prepayments and other
                                      unscheduled collections of previously
                                      unadvanced principal with respect to the
                                      mortgage loans that are received during
                                      the related collection period.

                                 However, if the master servicer, the special
                                 servicer, the trustee or the fiscal agent
                                 reimburses itself out of general collections on
                                 the mortgage pool for any advance, together
                                 with any interest accrued on that advance, that
                                 it has determined is not recoverable out of
                                 collections on the related mortgage loan, then
                                 (subject to the discussions in the second and
                                 third following paragraphs) that advance,
                                 together with interest accrued on that advance,
                                 will be reimbursed first out of payments and
                                 other collections of principal on all the
                                 mortgage loans, thereby reducing the amount of
                                 principal otherwise distributable on the
                                 principal balance certificates on the related
                                 distribution date, prior to being reimbursed
                                 out of payments and other collections of
                                 interest on all the mortgage loans.

                                 Additionally, if any advance, together with
                                 interest accrued on that advance, with respect
                                 to a defaulted mortgage loan remains
                                 unreimbursed following the time that the
                                 mortgage loan is modified and returned to
                                 performing status, then (subject to the
                                 discussion in the following two paragraphs and
                                 even though that advance has not been deemed
                                 nonrecoverable from collections on the related
                                 mortgage loan) the master servicer, the special
                                 servicer, the trustee or the fiscal agent, as
                                 applicable, will be entitled to reimbursement
                                 for that advance, with interest, on a monthly
                                 basis, out of payments and other collections of
                                 principal on all the mortgage loans after the
                                 application of those principal payments and
                                 collections to reimburse any party for advances
                                 that are nonrecoverable on a loan-specific
                                 basis as described in the prior paragraph,
                                 thereby reducing the amount of principal
                                 otherwise distributable in respect of the
                                 principal balance certificates on the related
                                 distribution date.

                                 If any advance described above is not
                                 reimbursed in whole on any distribution date
                                 due to insufficient principal collections or,
                                 in the case of an advance that is
                                 nonrecoverable on a loan-specific basis,
                                 interest collections on the mortgage pool
                                 during

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                                      S-23



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                                 the related collection period, then the portion
                                 of that advance which remains unreimbursed will
                                 be carried over, and continue to accrue
                                 interest, for reimbursement on the following
                                 distribution date.

                                 The payment of certain default-related or
                                 otherwise unanticipated expenses with respect
                                 to any mortgage loan may reduce the amounts
                                 allocable as principal of that mortgage loan
                                 and, accordingly, the principal distributions
                                 on the principal balance certificates.

                                 See "Description of the Offered
                                 Certificates--Payments--Payments of Principal"
                                 and "--Payments--Priority of Payments" in this
                                 prospectus supplement.

                                 No payments or other collections of principal
                                 on the Westchester non-trust loans described
                                 under "--The Mortgage Loans and the Mortgaged
                                 Real Properties--Payment and Other
                                 Terms--Westchester Loan Combination" below,
                                 which are not part of the trust fund, will be
                                 available for distribution on the principal
                                 balance certificates.

D.   PAYMENTS OF PREPAYMENT
     PREMIUMS AND YIELD
     MAINTENANCE CHARGES......   You may, in certain circumstances, also receive
                                 distributions of prepayment premiums and yield
                                 maintenance charges collected on the mortgage
                                 loans. Any distributions of those amounts would
                                 be in addition to the distributions of
                                 principal and interest described above.

                                 If any prepayment premium or yield maintenance
                                 charge is collected on any of the mortgage
                                 loans, then the trustee will pay that amount in
                                 the proportions described under "Description of
                                 the Offered Certificates--Payments--Payments of
                                 Prepayment Premiums and Yield Maintenance
                                 Charges" in this prospectus supplement, to--

                                 o    the holders of any of the class A-1, A-2,
                                      A-3A, A-3B, A-SB, A-4, AM, AJ, B, C, D, E,
                                      F, G and/or H certificates that are then
                                      entitled to receive payments of principal;

                                 o    the holders of the class XC certificates;
                                      and/or

                                 o    the holders of the class XP certificates.

                                 All prepayment premiums and yield maintenance
                                 charges payable as described above will be
                                 reduced, with respect to specially serviced
                                 mortgage loans, by an amount equal to certain
                                 expenses of the trust fund and losses realized
                                 in respect of the mortgage loans previously
                                 allocated to any class of certificates.

                                 See "Description of the Offered
                                 Certificates--Payments--Payments of Prepayment
                                 Premiums and Yield Maintenance Charges" in this
                                 prospectus supplement.

E.   ALLOCATION OF ADDITIONAL
     INTEREST.................   On each distribution date, any additional
                                 interest collected during the related
                                 collection period on a mortgage loan with an


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                                      S-24



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                                 anticipated repayment date will be distributed
                                 to the holders of the class Z certificates. See
                                 "Description of the Offered
                                 Certificates--Payments--Payments of Additional
                                 Interest" in this prospectus supplement.

EFFECT OF LOSSES ON THE
MORTGAGE LOANS AND OTHER
UNANTICIPATED EXPENSES........   Because of losses on the mortgage loans,
                                 reimbursements of advances determined to be
                                 nonrecoverable on a loan-specific basis and
                                 interest on such advances and/or
                                 default-related and other unanticipated
                                 expenses of the trust, the total principal
                                 balance of the mortgage pool, less any related
                                 outstanding advances of principal, may fall
                                 below the total principal balance of the
                                 principal balance certificates. For purposes of
                                 this determination only, effect will not be
                                 given to any reductions of the principal
                                 balance of any mortgage loan for payments of
                                 principal collected on the mortgage loans that
                                 were used to reimburse any advances outstanding
                                 after a workout of another mortgage loan to the
                                 extent those advances are not otherwise
                                 determined to be nonrecoverable on a
                                 loan-specific basis. If and to the extent that
                                 those losses, reimbursements and expenses cause
                                 the total principal balance of the mortgage
                                 pool, less any related outstanding advances of
                                 principal, to be less than the total principal
                                 balance of the principal balance certificates
                                 following the payments made on the certificates
                                 on any distribution date, the total principal
                                 balances of the following classes of principal
                                 balance certificates will be successively
                                 reduced in the following order, until the
                                 deficit is eliminated:

                                 REDUCTION ORDER           CLASS
                                 ---------------   ---------------------
                                        1                    Q
                                        2                    P
                                        3                    N
                                        4                    M
                                        5                    L
                                        6                    K
                                        7                    J
                                        8                    H
                                        9                    G
                                        10                   F
                                        11                   E
                                        12                   D
                                        13                   C
                                        14                   B
                                        15                  AJ
                                        16                  AM
                                        17         A-1, A-2, A-3A, A-3B,
                                                       A-SB and A-4

                                 Any reduction to the total principal balances
                                 of the class A-1, A-2, A-3A, A-3B, A-SB and A-4
                                 certificates will be made on a

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                                      S-25



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                                 pro rata basis in accordance with the relative
                                 sizes of those principal balances.

                                 Any losses realized on the mortgage loans or
                                 additional trust fund expenses allocated in
                                 reduction of the principal balance of any class
                                 of principal balance certificates will result
                                 in a corresponding reduction in the notional
                                 amount of the class XC certificates and may
                                 result in a reduction in the notional amount of
                                 the class XP certificates.

                                 See "Description of the Offered
                                 Certificates--Reductions to Certificate
                                 Principal Balances in Connection with Realized
                                 Losses and Additional Trust Fund Expenses" in
                                 this prospectus supplement.

ADVANCES OF DELINQUENT MONTHLY
DEBT SERVICE PAYMENTS.........   Except as described in the next two paragraphs,
                                 the master servicer will be required to make
                                 advances of principal and/or interest due on
                                 the mortgage loans (including the Westchester
                                 trust mortgage loan) with respect to any
                                 delinquent monthly payments, other than balloon
                                 payments. In addition, the trustee or the
                                 fiscal agent must make any of those advances
                                 that the master servicer is required to but
                                 fails to make. As described under "Description
                                 of the Offered Certificates--Advances of
                                 Delinquent Monthly Debt Service Payments and
                                 Reimbursement of Advances" in this prospectus
                                 supplement, any party that makes an advance
                                 will be entitled to be reimbursed for the
                                 advance, together with interest at the prime
                                 rate, as described in that section of this
                                 prospectus supplement.

                                 Notwithstanding the foregoing, none of the
                                 master servicer, the trustee or the fiscal
                                 agent will be required to make any advance that
                                 it determines (together with interest accrued
                                 on that advance), in its reasonable judgment,
                                 will not be recoverable from proceeds of the
                                 related mortgage loan. The trustee and the
                                 fiscal agent will be entitled to rely on any
                                 determination of non-recoverability made by the
                                 master servicer. The special servicer may also
                                 determine that any interest and/or principal
                                 advance made or proposed to be made by the
                                 master servicer, the trustee or the fiscal
                                 agent is not or will not be, as applicable,
                                 recoverable, together with interest accrued on
                                 that advance, from proceeds of the mortgage
                                 loan to which that advance relates, and the
                                 master servicer, the trustee and the fiscal
                                 agent will be entitled to rely on any
                                 determination of nonrecoverability made by the
                                 special servicer and will be required to act in
                                 accordance with that determination.

                                 In addition, if any of the adverse events or
                                 circumstances that we refer to under "Servicing
                                 of the Mortgage Loans--Required Appraisals" in,
                                 and describe in the glossary to, this
                                 prospectus supplement occur or exist with
                                 respect to any mortgage loan or the mortgaged
                                 real property for that mortgage loan (excluding

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                                      S-26



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                                 the Westchester trust mortgage loan), the
                                 special servicer will be obligated to obtain a
                                 new appraisal or, at the special servicer's
                                 option in cases involving mortgage loans with
                                 relatively small principal balances, conduct a
                                 valuation of that property. If, based on that
                                 appraisal or other valuation, it is determined
                                 that the sum of the principal balance of the
                                 subject mortgage loan plus other delinquent
                                 amounts due under the subject mortgage loan
                                 exceeds 90% of the new estimated value of the
                                 related mortgaged real property, which value
                                 may be reduced by the special servicer based on
                                 its review of the related appraisal and other
                                 relevant information, plus certain other
                                 amounts, then the amount otherwise required to
                                 be advanced with respect to interest on that
                                 mortgage loan will be reduced in the same
                                 proportion that the excess, sometimes referred
                                 to as an appraisal reduction amount, bears to
                                 the principal balance of the mortgage loan,
                                 which will be deemed to be reduced by any
                                 outstanding advances of principal in respect of
                                 that mortgage loan. In the event advances of
                                 interest are so reduced, funds available to
                                 make payments on the certificates then
                                 outstanding will be reduced.

                                 In the case of the Westchester trust mortgage
                                 loan, if adverse events or circumstances
                                 similar to those referred to above occur or
                                 exist with respect to the Westchester loan
                                 combination, the MLMT Series 2005-MCP1 special
                                 servicer will be similarly required to obtain a
                                 new appraisal and determine, in a manner
                                 similar to the foregoing discussion, whether an
                                 appraisal reduction amount exists with respect
                                 to the Westchester loan combination, which
                                 would be treated as a single mortgage loan for
                                 those purposes, taking into account the
                                 Westchester non-trust loans. Any resulting
                                 appraisal reduction amount with respect to the
                                 Westchester loan combination will be allocated,
                                 first to the Westchester subordinate non-trust
                                 loans (up to the amount of the outstanding
                                 principal balance of those subordinate
                                 non-trust loans), and then to the Westchester
                                 trust mortgage loan and the Westchester pari
                                 passu non-trust mortgage loan, on a pari passu
                                 basis. The interest portion of any advance in
                                 respect of a delinquent debt service payment
                                 with respect to the Westchester trust mortgage
                                 loan will be reduced as a result of an
                                 appraisal reduction calculation by the MLMT
                                 Series 2005-MCP1 master servicer that results
                                 in a portion of the resulting appraisal
                                 reduction amount being allocated to that
                                 mortgage loan.

                                 See "Description of the Offered
                                 Certificates--Advances of Delinquent Monthly
                                 Debt Service Payments and Reimbursement of
                                 Advances" and "Servicing of the Mortgage
                                 Loans--Required Appraisals" in this prospectus
                                 supplement. See also "Description of the
                                 Certificates--Advances" in the accompanying
                                 prospectus.

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                                      S-27



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REPORTS TO
CERTIFICATEHOLDERS............   On each distribution date, the trustee will
                                 make available on its internet website,
                                 initially located at www.etrustee.net, or
                                 provide on request, to the registered holders
                                 of the offered certificates, a monthly report
                                 substantially in the form of Annex E to this
                                 prospectus supplement. The trustee's report
                                 will detail, among other things, the
                                 distributions made to the certificateholders on
                                 that distribution date and the performance of
                                 the mortgage loans and the mortgaged real
                                 properties.

                                 You may also review on the trustee's website
                                 or, upon reasonable prior notice, at the
                                 trustee's offices during normal business hours,
                                 a variety of information and documents that
                                 pertain to the mortgage loans and the mortgaged
                                 real properties for those loans. We expect that
                                 the additional information and documents
                                 available at the trustee's offices will include
                                 loan documents, borrower operating statements,
                                 rent rolls and property inspection reports, to
                                 the extent received by the trustee.

                                 See "Description of the Offered
                                 Certificates--Reports to Certificateholders;
                                 Available Information" in this prospectus
                                 supplement.

OPTIONAL AND OTHER
TERMINATION...................   Specified parties to the transaction may
                                 purchase all of the mortgage loans and any
                                 foreclosure properties remaining in the trust
                                 fund, and thereby terminate the trust, when the
                                 aggregate principal balance of the mortgage
                                 loans, less any outstanding advances of
                                 principal, is less than approximately 1.0% of
                                 the initial mortgage pool balance.

                                 In addition, if, following the date on which
                                 the total principal balances of the class A-1,
                                 A-2, A-3A, A-3B, A-SB, A-4, AM, AJ, B, C and D
                                 certificates are reduced to zero, all of the
                                 remaining certificates, including the class XP
                                 certificates (but excluding the class Z, R-I
                                 and R-II certificates), are held by the same
                                 certificateholder, the trust fund may also be
                                 terminated, subject to such additional
                                 conditions as may be set forth in the pooling
                                 and servicing agreement, in connection with an
                                 exchange of all the remaining certificates
                                 (other than the class Z, R-I and R-II
                                 certificates) for all the mortgage loans and
                                 any foreclosure properties remaining in the
                                 trust fund at the time of exchange.

                                 See "Description of the Offered
                                 Certificates--Termination" in this prospectus
                                 supplement.

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                                      S-28



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              THE MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES

GENERAL.......................   In this section, we provide summary information
                                 with respect to the mortgage loans that we
                                 intend to include in the trust fund. For more
                                 detailed information regarding those mortgage
                                 loans, you should review the following sections
                                 in this prospectus supplement:

                                 o    "Description of the Mortgage Pool";

                                 o    "Risk Factors--Risks Related to the
                                      Mortgage Loans";

                                 o    Annex A-1--Certain Characteristics of the
                                      Mortgage Loans;

                                 o    Annex A-2--Certain Statistical Information
                                      Regarding the Mortgage Loans;

                                 o    Annex B--Certain Characteristics Regarding
                                      Multi-family Properties; and

                                 o    Annex C--Structural and Collateral Term
                                      Sheet (which contains a description of the
                                      ten largest mortgage loans or groups of
                                      cross-collateralized mortgage loans).

                                 When reviewing the information that we have
                                 included in this prospectus supplement with
                                 respect to the mortgage loans that are to be
                                 included in the trust fund, please note that--

                                 o    all numerical information provided with
                                      respect to the mortgage loans is provided
                                      on an approximate basis;

                                 o    all cut-off date principal balances assume
                                      the timely receipt of the scheduled
                                      payments for each mortgage loan and that
                                      no prepayments occur prior to the cut-off
                                      date;

                                 o    all weighted average information provided
                                      with respect to the mortgage loans
                                      reflects a weighting of the subject
                                      mortgage loans based on their respective
                                      cut-off date principal balances; the
                                      initial mortgage pool balance will equal
                                      the total cut-off date principal balance
                                      of the entire mortgage pool; we show the
                                      cut-off date principal balance for each of
                                      the mortgage loans on Annex A-1 to this
                                      prospectus supplement;

                                 o    when information with respect to the
                                      mortgage loans is expressed as a
                                      percentage of the initial mortgage pool
                                      balance, the percentages are based upon
                                      the cut-off date principal balances of the
                                      subject mortgage loans;

                                 o    when information with respect to the
                                      mortgaged real properties is expressed as
                                      a percentage of the initial mortgage pool
                                      balance, the percentages are based upon
                                      the cut-off date principal balances of the
                                      related mortgage loans;

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                                      S-29



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                                 o    if any mortgage loan is secured by
                                      multiple mortgaged real properties, the
                                      related cut-off date principal balance has
                                      been allocated among the individual
                                      properties based on any of (i) an
                                      individual property's appraised value as a
                                      percentage of the total appraised value of
                                      all the related mortgaged real properties,
                                      including the subject individual property,
                                      securing that mortgage loan, (ii) an
                                      individual property's underwritten net
                                      operating income as a percentage of the
                                      total underwritten net operating income of
                                      all the related mortgaged real properties,
                                      including the subject individual property,
                                      securing that mortgage loan and (iii) an
                                      allocated loan balance specified in the
                                      related loan documents;

                                 o    unless specifically indicated otherwise
                                      (for example, with respect to
                                      loan-to-value and debt service coverage
                                      ratios and cut-off date balances per unit
                                      of mortgaged real property, in which
                                      cases, the Westchester pari passu
                                      non-trust loan is taken into account),
                                      statistical information presented in this
                                      prospectus supplement with respect to the
                                      Westchester trust mortgage loan excludes
                                      the related non-trust loans;

                                 o    statistical information regarding the
                                      mortgage loans may change prior to the
                                      date of initial issuance of the offered
                                      certificates due to changes in the
                                      composition of the mortgage pool prior to
                                      that date, which may result in the initial
                                      mortgage pool balance being as much as 5%
                                      larger or smaller than indicated;

                                 o    the sum of numbers presented in any column
                                      within a table may not equal the indicated
                                      total due to rounding; and

                                 o    when a mortgage loan is identified by loan
                                      number, we are referring to the loan
                                      number indicated for that mortgage loan on
                                      Annex A-1 to this prospectus supplement.

SOURCE OF THE MORTGAGE LOANS..   We are not the originator of the mortgage loans
                                 that we intend to include in the trust. We will
                                 acquire the mortgage loans from four separate
                                 parties. Each of those mortgage loans was
                                 originated by--

                                 o    the related mortgage loan seller from whom
                                      we acquired the mortgage loan; or

                                 o    an affiliate of the related mortgage loan
                                      seller; or

                                 o    an unaffiliated third party from whom the
                                      related mortgage loan seller (or an
                                      affiliate of the related mortgage loan
                                      seller) acquired the subject mortgage
                                      loan.

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                                      S-30



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PAYMENT AND OTHER TERMS.......   Each of the mortgage loans is the obligation of
                                 a borrower to repay a specified sum with
                                 interest. Each of the mortgage loans is secured
                                 by a first mortgage lien on the fee or
                                 leasehold interest of the related borrower or
                                 another party in one or more commercial,
                                 multifamily or manufactured housing community
                                 real properties. Each mortgage lien will be
                                 subject to the limited permitted encumbrances
                                 that we describe in the glossary to this
                                 prospectus supplement.

                                 All of the mortgage loans are or should be
                                 considered nonrecourse. None of the mortgage
                                 loans is insured or guaranteed by any
                                 governmental agency or instrumentality, by any
                                 private mortgage insurer, by any mortgage loan
                                 seller or by any of the parties to the pooling
                                 and servicing agreement.

                                 Each of the mortgage loans currently accrues
                                 interest at the annual rate specified with
                                 respect to that loan on Annex A-1 to this
                                 prospectus supplement. Except as otherwise
                                 described below with respect to mortgage loans
                                 that have anticipated repayment dates, the
                                 mortgage interest rate for each mortgage loan
                                 is, in the absence of default, fixed for the
                                 entire term of the mortgage loan.

A. Partial Interest-Only
Balloon Loans.................   Fifty-six (56) of the mortgage loans,
                                 representing approximately 35.8% of the initial
                                 mortgage pool balance, require:

                                 o    the payment of interest only on each due
                                      date until the expiration of a designated
                                      period;

                                 o    the amortization of principal following
                                      the expiration of that interest-only
                                      period based on an amortization schedule
                                      that is significantly longer than its
                                      remaining term to stated maturity; and

                                 o    a substantial payment of principal on its
                                      maturity date.

B. Interest-Only Balloon
Loans.........................   Thirteen (13) of the mortgage loans,
                                 representing approximately 27.7% of the initial
                                 mortgage pool balance, require the payment of
                                 interest only for the entire term of the
                                 mortgage loan and the payment of all principal
                                 on the maturity date.

C. Amortizing Balloon Loans...   Sixty-four (64) of the mortgage loans,
                                 representing approximately 35.2% of the initial
                                 mortgage pool balance, provide for:

                                 o    an amortization schedule that is
                                      significantly longer than its remaining
                                      term to stated maturity; and

                                 o    a substantial payment of principal on its
                                      maturity date.

                                 These 64 balloon loans do not include any of
                                 the mortgage loans described under "--Partial
                                 Interest-Only Balloon Loans" or
                                 "--Interest-Only Balloon Loans" above.

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                                      S-31



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D. ARD Loans..................   Two (2) of the mortgage loans, representing
                                 approximately 1.3% of the initial mortgage pool
                                 balance, which are commonly referred to as
                                 hyper-amortization loans or ARD loans, each
                                 provide for material changes to their terms to
                                 encourage the borrower to pay the mortgage loan
                                 in full by a specified date. We consider that
                                 date to be the anticipated repayment date for
                                 each of those ARD loans. There can be no
                                 assurance, however, that these incentives will
                                 result in any of these mortgage loans being
                                 paid in full on or before its anticipated
                                 repayment date. The changes to the loan terms,
                                 which, in each case, will become effective as
                                 of the related anticipated repayment date,
                                 include:

                                 o    accrual of interest at a rate in excess of
                                      the initial mortgage interest rate with
                                      the additional interest to be deferred and
                                      payable only after the outstanding
                                      principal balance of the subject mortgage
                                      loan is paid in full; and

                                 o    applying excess cash flow from the
                                      mortgaged real property to pay down the
                                      principal amount of the subject mortgage
                                      loan, which payment of principal will be
                                      in addition to the principal portion of
                                      the normal monthly debt service payment.

                                 The above-identified ARD loans each require

                                 o    the payment of interest only until the
                                      expiration of a designated period; and

                                 o    the amortization of principal following
                                      the expiration of that interest-only
                                      period.

E. Westchester Loan
Combination...................   The mortgage loan secured by the mortgaged real
                                 property identified on Annex A-1 to this
                                 prospectus supplement as The Westchester, which
                                 we refer to in this prospectus supplement as
                                 the Westchester trust mortgage loan, has a
                                 cut-off date principal balance of $100,000,000,
                                 representing approximately 4.9% of the initial
                                 mortgage pool balance. That mortgage loan is
                                 one of a group of loans made to the same
                                 borrower that are secured by a single mortgage
                                 instrument on the same mortgaged real property,
                                 which we refer to in this prospectus supplement
                                 as the Westchester loan combination. The
                                 payment priority between the loans comprising
                                 the Westchester loan combination is such that
                                 the Westchester trust mortgage loan is

                                 o    pari passu in right of payment and in
                                      other respects with one of the Westchester
                                      non-trust loans, which we refer to in this
                                      prospectus supplement as the Westchester
                                      pari passu non-trust loan and has an
                                      unpaid principal balance of $200,000,000
                                      as of the cut-off date; and

                                 o    senior in right of payment to the
                                      remaining Westchester non-trust loans,
                                      which are grouped into three (3) tiers of
                                      relative seniority--a "B note" tier, a "C
                                      note" tier and a

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                                      S-32



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                                      "D note" tier--having aggregate unpaid
                                      principal balances of $60,000,000,
                                      $50,000,000 and $90,000,000, respectively,
                                      as of the cut-off date.

                                 The intercreditor agreement for the Westchester
                                 loan combination provides that the Westchester
                                 loan combination is to be serviced and
                                 administered pursuant to the MLMT Series
                                 2005-MCP1 pooling and servicing agreement.
                                 Amounts attributable to the non-trust loans in
                                 the Westchester loan combination will not be
                                 assets of the trust fund and will be
                                 beneficially owned by respective holders of the
                                 non-trust loans.

                                 See "Description of the Mortgage
                                 Pool--Westchester Loan Combination" in this
                                 prospectus supplement.

DELINQUENCY STATUS............   None of the mortgage loans was 30 days or more
                                 delinquent with respect to any monthly debt
                                 service payment as of its cut-off date or at
                                 any time during the 12-month period preceding
                                 that date.

PREPAYMENT LOCK-OUT PERIODS...   Except as described under "Description of the
                                 Mortgage Pool--Terms And Conditions of the
                                 Mortgage Loans--Prepayment Lock-out Periods" in
                                 this prospectus supplement with respect to
                                 three (3) mortgage loans (loan numbers 6, 7 and
                                 46), all of the mortgage loans restrict
                                 prepayment for a particular period commonly
                                 referred to as a lock-out period and, in most
                                 cases (see "--Defeasance" below), a period
                                 during which the subject mortgage loan may be
                                 defeased but not prepaid. The weighted average
                                 remaining lock-out period and defeasance period
                                 of the mortgage loans is approximately 90
                                 payment periods.

DEFEASANCE....................   One hundred twenty-six (126) of the mortgage
                                 loans, representing approximately 94.5% of the
                                 initial mortgage pool balance, permit the
                                 related borrower, under certain conditions, to
                                 obtain a full or partial release of the
                                 mortgaged real property from the mortgage lien
                                 by delivering U.S. Treasury obligations or
                                 other non-callable government securities as
                                 substitute collateral. None of these mortgage
                                 loans permits defeasance prior to the second
                                 anniversary of the date of initial issuance of
                                 the certificates. The payments on the
                                 defeasance collateral are required to be at
                                 least equal to an amount sufficient to make,
                                 when due, all debt service payments on the
                                 defeased mortgage loan or allocated to the
                                 related mortgaged real property, including any
                                 balloon payment.

PREPAYMENT CONSIDERATION......   Nine (9) of the mortgage loans, representing
                                 approximately 5.5% of the initial mortgage pool
                                 balance, provide for the payment of prepayment
                                 consideration in connection with a voluntary
                                 prepayment during part of the loan term and, in
                                 all but three (3) cases (loan numbers 6, 7 and
                                 46), following an initial prepayment lock-out
                                 period. See "Description of the Mortgage

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                                      S-33



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                                 Pool--Terms and Conditions of the Mortgage
                                 Loans--Prepayment Consideration" in this
                                 prospectus supplement.

ADDITIONAL STATISTICAL
INFORMATION...................   The mortgage pool will have the following
                                 general characteristics as of the cut-off date:

<TABLE>

                                                                                         MORTGAGE POOL
                                                                                        --------------

Initial mortgage pool balance                                                           $2,056,750,308
Number of mortgage loans                                                                           135
Number of mortgaged real properties                                                                252
Percentage of investment-grade, shadow rated loans (mortgage loan nos. 3, 4 and 5)(1)             15.0%

Average cut-off date principal balance                                                  $   15,235,187
Largest cut-off date principal balance                                                  $  187,796,151
Smallest cut-off date principal balance                                                 $      748,000

Weighted average mortgage interest rate                                                         5.2487%
Highest mortgage interest rate                                                                  7.4000%
Lowest mortgage interest rate                                                                   4.6470%
Number of cross-collateralized loan groups                                                           2
Cross-collateralized loan groups as a percentage of initial mortgage pool                          5.5%
Number of multi-property mortgage loans                                                             12
Multi-property mortgage loans as a percentage of initial mortgage pool balance                    23.6%

Weighted average underwritten debt service coverage ratio (2)                                     1.63x
Highest underwritten debt service coverage ratio                                                  2.85x
Lowest underwritten debt service coverage ratio                                                   1.20x

Weighted average cut-off date loan-to-value ratio(2)                                              68.8%
Highest cut-off date loan-to-value ratio                                                          85.0%
Lowest cut-off date loan-to-value ratio                                                           35.8%

Weighted average original term to maturity or anticipated repayment date (months)                  101
Longest original term to maturity or anticipated repayment date (months)                           181
Shortest original term to maturity or anticipated repayment date (months)                           60

Weighted average remaining term to maturity or anticipated repayment date (months)                 100
Longest remaining term to maturity or anticipated repayment date (months)                          181
Shortest remaining term to maturity or anticipated repayment date (months)                          57
</TABLE>

----------
(1)  It has been confirmed to us by DBRS, Fitch and Moody's, in accordance with
     their respective methodologies, that loan numbers 3, 4 and 5 have credit
     characteristics consistent with investment-grade rated obligations.

(2)  In the case of five (5) mortgage loans (loan numbers 23, 77, 82, 101 and
     118), the debt service coverage ratio was calculated assuming the
     application of a holdback amount and/or a letter credit in reduction of the
     respective cut-off date principal balances of each of those five (5)
     mortgage loans and in each case assuming a revised debt service payment. In
     addition, in the case of one (1) mortgage loan (loan number 39), the debt
     service coverage ratio was calculated taking into account various
     assumptions regarding the financial performance of the related mortgaged
     real property on a "stabilized" basis that are consistent with the
     performance-related criteria required to obtain the release of a cash
     holdback. See Annex A-1 to this prospectus supplement for more information
     regarding the debt service coverage ratios and loan-to-value ratios on the
     mortgage loans discussed in this paragraph and the preceding paragraph.

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                                      S-34



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PROPERTY TYPE.................   The table below shows the number of and the
                                 total cut-off date principal balance and
                                 percentages of the initial mortgage pool
                                 balance, secured by mortgaged real properties
                                 operated primarily for each indicated purpose:

<TABLE>

                                       NUMBER OF        TOTAL
                                       MORTGAGED    CUT-OFF DATE
                                         REAL         PRINCIPAL     % OF INITIAL MORTGAGE
           PROPERTY TYPES             PROPERTIES     BALANCE(1)         POOL BALANCE(1)
-----------------------------------   ----------   --------------   ---------------------

Retail(2)                                  53      $  801,743,417            39.0%
   Retail-Anchored                         20         579,753,981            28.2
   Retail-Unanchored                       26         176,139,744             8.6
   Retail-Shadow-Anchored(4)                4          31,699,220             1.5
   Retail-Single Tenant(3)                  3          14,150,472             0.7
Office(5)                                  58         433,415,244            21.1
Hospitality                                24         288,659,174            14.0
Multifamily                                35         162,267,475             7.9
Mixed Use                                  11         126,732,547             6.2
Self Storage                               54         105,829,487             5.1
Industrial                                 10          70,223,590             3.4
Manufactured Housing Communities(6)         5          53,110,817             2.6
Other                                       2          14,768,558             0.7
                                          ---      --------------           -----
TOTAL                                     252      $2,056,750,308           100.0%
</TABLE>

----------
(1)  For mortgage loans secured by multiple mortgaged real properties, the
     related cut-off date principal balance has been allocated among those
     individual properties based on any of (i) an individual property's
     appraised value as a percentage of the total appraised value of all the
     related mortgaged real properties, including the subject individual
     property, securing the same mortgage loan, (ii) an individual property's
     underwritten net operating income as a percentage of the total underwritten
     net operating income of all the mortgaged real properties, including the
     subject individual property, securing the subject mortgage loan and (iii)
     an allocated loan balance specified in the related loan documents.

(2)  In the case of one (1) mortgage loan (loan number 33), the related
     mortgaged real property consists in part of the fee interest in land that
     has been improved by the related ground tenant and leased as an automobile
     service facility. The source of funds for repayment of that mortgage loan
     includes the ground rent payments made to the related borrower.

(3)  In the case of one (1) mortgage loan (loan number 57), the related
     mortgaged real property is a movie theater.

(4)  A mortgaged real property is classified as shadow anchored if it is located
     in close proximity to an anchored retail property.

(5)  In the case of four (4) mortgage loans (loan numbers 80, 96, 110 and 115),
     the related mortgaged real property is a medical office.

(6)  In the case of one (1) mortgage loan (loan number 8), the related mortgaged
     real property is a recreational vehicle resort community.

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                                      S-35



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PROPERTY LOCATION.............   The mortgaged real properties are located in 39
                                 states. The following table sets forth the
                                 indicated information regarding those states
                                 where 5% or more of mortgaged real properties,
                                 based on allocated loan balance, are located.

                 NUMBER OF       TOTAL
                 MORTGAGED    CUT-OFF DATE     % OF INITIAL
                   REAL         PRINCIPAL        MORTGAGE
    STATE       PROPERTIES      BALANCE(1)    POOL BALANCE(1)
-------------   ----------   --------------   ---------------
New York             12      $  417,785,560         20.3%
California(2)        49         349,521,326         17.0
   Northern          15          44,001,414          2.1
   Southern          34         305,519,912         14.9
Texas                33         160,284,148          7.8
Indiana               2         188,513,820          9.2
Florida              27         173,682,240          8.4
                    ---      --------------         ----
                    123      $1,289,787,095         62.7%

----------
(1)  For mortgage loans secured by multiple mortgaged real properties, the
     related cut-off date principal balance has been allocated among those
     individual properties based on any of (i) an individual property's
     appraised value as a percentage of the total appraised value of all the
     mortgaged real properties, including the subject individual property,
     securing the same mortgage loan, (ii) an individual property's underwritten
     net operating income as a percentage of the total underwritten net
     operating income of all the mortgaged real properties, including the
     subject individual property, securing the subject mortgage loan and (iii)
     an allocated loan balance specified in the related loan documents.

(2)  For purposes of determining whether a mortgaged real property is located in
     Northern California or Southern California, Northern California includes
     areas with zip codes of 93600 and above, and Southern California includes
     areas with zip codes below 93600.

ENCUMBERED INTERESTS..........   The table below shows the number of, as well as
                                 the total cut-off date principal balance and
                                 percentage of the initial mortgage pool
                                 balance, secured by, mortgaged real properties
                                 for which the significant encumbered interest
                                 is as indicated:

   ENCUMBERED
INTEREST IN THE      NUMBER OF             TOTAL            % OF INITIAL
 MORTGAGED REAL      MORTGAGED          CUT-OFF DATE          MORTGAGE
    PROPERTY      REAL PROPERTIES   PRINCIPAL BALANCE(1)   POOL BALANCE(1)
---------------   ---------------   --------------------   ---------------
Fee (2)                  240           $1,758,078,694           85.5%
Fee/Leasehold              5              169,499,990            8.2
Leasehold                  7              129,171,625            6.3
                         ---           --------------          -----
                         252           $2,056,750,308          100.0%

----------
(1)  For mortgage loans secured by multiple mortgaged real properties, the
     related cut-off date principal balance has been allocated among those
     individual properties based on any of (i) an individual property's
     appraised value as a percentage of the total appraised value of all the
     mortgaged real properties, including the subject individual property,
     securing the same mortgage loan, (ii) an individual property's underwritten
     net operating income as a percentage of the total underwritten net
     operating income of all the mortgaged real properties, including the
     subject individual property, securing the subject mortgage loan and (iii)
     an allocated loan balance specified in the related loan documents.

(2)  In circumstances where both the fee interest and the overlapping leasehold
     interest in a mortgaged real property are encumbered, a mortgage loan is
     considered to be secured by the fee interest in the subject mortgaged real
     property.

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                                      S-36



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                       LEGAL AND INVESTMENT CONSIDERATIONS

FEDERAL INCOME TAX
CONSEQUENCES..................   The trustee or its agent will make elections to
                                 treat designated portions of the assets of the
                                 trust as two separate real estate mortgage
                                 investment conduits or REMICs under sections
                                 860A through 860G of the Internal Revenue Code
                                 of 1986, as amended. The designations for each
                                 of those two REMICs are as follows:

                                 o    REMIC I, the lower tier REMIC, which will
                                      consist of, among other things--

                                      1.   the mortgage loans, and

                                      2.   various other related assets; and

                                 o    REMIC II, which will hold the
                                      non-certificated regular interests in
                                      REMIC I.

                                 The class R-I and R-II certificates will
                                 represent the residual interests in each of
                                 such REMICs.

                                 The portion of the trust represented by the
                                 class Z certificates will entitle the holders
                                 of those certificates to receive any additional
                                 interest accrued and deferred as to payment
                                 with respect to each mortgage loan with an
                                 anticipated repayment date that remains
                                 outstanding past that date, and will constitute
                                 a grantor trust for federal income tax
                                 purposes. That additional interest will be
                                 excluded from the REMICs referred to above.

                                 The offered certificates will be treated as
                                 regular interests in REMIC II. This means that
                                 they will be treated as newly issued debt
                                 instruments for federal income tax purposes.
                                 You will have to report income on your offered
                                 certificates in accordance with the accrual
                                 method of accounting even if you are otherwise
                                 a cash method taxpayer. The offered
                                 certificates will not represent any interest in
                                 the grantor trust referred to in the preceding
                                 paragraph.

                                 The class XP certificates will be issued with
                                 more than a de minimis amount of original issue
                                 discount. The class A-1 and A-3A certificates
                                 will be issued with a de minimis amount of
                                 original issue discount. The other classes of
                                 offered certificates will not be issued with
                                 original issue discount and may be treated as
                                 having been issued at a premium. If you own an
                                 offered certificate issued with original issue
                                 discount, you may have to report original issue
                                 discount income and be subject to a tax on this
                                 income before you receive a corresponding cash
                                 payment.

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                                      S-37



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                                 The prepayment assumption that will be used in
                                 determining the rate of accrual of original
                                 issue discount, market discount and premium, if
                                 any, for U.S. federal income tax purposes, will
                                 be that, subsequent to any date of
                                 determination--

                                 o    each ARD loan will be paid in full on its
                                      anticipated repayment date,

                                 o    no mortgage loan will otherwise be prepaid
                                      prior to maturity, and

                                 o    there will be no extension of maturity for
                                      any mortgage loan.

                                 However, no representation is made as to the
                                 actual rate at which the mortgage loans will
                                 prepay, if at all.

                                 For a more detailed discussion of the federal
                                 income tax aspects of investing in the offered
                                 certificates, see "Federal Income Tax
                                 Consequences" in this prospectus supplement and
                                 "Federal Income Tax Consequences" in the
                                 accompanying prospectus.

ERISA CONSIDERATIONS..........   We anticipate that, subject to satisfaction of
                                 the conditions referred to under "ERISA
                                 Considerations" in this prospectus supplement,
                                 employee benefit plans and other retirement
                                 plans or arrangements subject to--

                                 o    Title I of the Employee Retirement Income
                                      Security Act of 1974, as amended, or

                                 o    section 4975 of the Internal Revenue Code
                                      of 1986, as amended,

                                 will be able to invest in the offered
                                 certificates without giving rise to a
                                 prohibited transaction. This is based upon
                                 individual prohibited transaction exemptions
                                 granted to Merrill Lynch, Pierce, Fenner &
                                 Smith Incorporated and Countrywide Securities
                                 Corporation by the U.S. Department of Labor.

                                 If you are a fiduciary of any employee benefit
                                 plan or other retirement plan or arrangement
                                 subject to Title I of ERISA or section 4975 of
                                 the Internal Revenue Code of 1986, as amended,
                                 you should review carefully with your legal
                                 advisors whether the purchase or holding of the
                                 offered certificates could give rise to a
                                 transaction that is prohibited under ERISA or
                                 section 4975 of the Internal Revenue Code of
                                 1986, as amended. See "ERISA Considerations" in
                                 this prospectus supplement and in the
                                 accompanying prospectus.

LEGAL INVESTMENT..............   The offered certificates will not be mortgage
                                 related securities for purposes of the
                                 Secondary Mortgage Market Enhancement Act of
                                 1984.

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                                      S-38



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                                 All institutions whose investment activities
                                 are subject to legal investment laws and
                                 regulations, regulatory capital requirements or
                                 review by regulatory authorities should consult
                                 with their own legal advisors in determining
                                 whether and to what extent the offered
                                 certificates will be legal investments for
                                 them. See "Legal Investment" in this prospectus
                                 supplement and in the accompanying prospectus.

INVESTMENT CONSIDERATIONS.....   The rate and timing of payments and other
                                 collections of principal on or with respect to
                                 the mortgage loans may affect the yield to
                                 maturity on each offered certificate. In the
                                 case of offered certificates with principal
                                 balances purchased at a discount, a slower than
                                 anticipated rate of payments and other
                                 collections of principal on the mortgage loans
                                 could result in a lower than anticipated yield.
                                 In the case of the class XP certificates and
                                 the offered certificates with principal
                                 balances purchased at a premium, a faster than
                                 anticipated rate of payments and other
                                 collections of principal on the mortgage loans
                                 could result in a lower than anticipated yield.

                                 If you are contemplating the purchase of class
                                 XP certificates, you should be aware that--

                                 o    the yield to maturity on those
                                      certificates will be highly sensitive to
                                      the rate and timing of principal
                                      prepayments and other liquidations on or
                                      with respect to the mortgage loans,

                                 o    a faster than anticipated rate of payments
                                      and other collections of principal on the
                                      mortgage loans could result in a lower
                                      than anticipated yield with respect to
                                      those certificates, and

                                 o    an extremely rapid rate of prepayments
                                      and/or other liquidation on or with
                                      respect to the mortgage loans could result
                                      in a substantial loss of your initial
                                      investment with respect to those
                                      certificates.

                                 When trying to determine the extent to which
                                 payments and other collections of principal on
                                 the mortgage loans will adversely affect the
                                 yields to maturity of the class XP
                                 certificates, you should consider what the
                                 respective components of the total notional
                                 amount of that class of certificates are and
                                 how payments and other collections of principal
                                 on the mortgage loans are to be applied to the
                                 respective total principal balances (or
                                 portions thereof) of the principal balance
                                 certificates that make up those components.

                                 The yield on any offered certificate with a
                                 variable or capped pass-through rate could also
                                 be adversely affected if the mortgage loans
                                 with relatively higher net mortgage interest
                                 rates

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                                      S-39



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

                                 pay principal faster than the mortgage loans
                                 with relatively lower net mortgage interest
                                 rates.

                                 In addition, depending on timing and other
                                 circumstances, the pass-through rate for the
                                 class XP certificates may vary with changes in
                                 the relative sizes of the total principal
                                 balances of the class A-1, A-2, A-3A, A-3B,
                                 A-SB, A-4, AM, AJ, B, C, D, E, F, G, H, J, K
                                 and L certificates.

                                 See "Yield and Maturity Considerations" in this
                                 prospectus supplement and in the accompanying
                                 prospectus.

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                                      S-40



                                  RISK FACTORS

          The offered certificates are not suitable investments for all
investors. In particular, you should not purchase any class of offered
certificates unless you understand and are able to bear the risks associated
with that class.

          The offered certificates are complex securities and it is important
that you possess, either alone or together with an investment advisor, the
expertise necessary to evaluate the information contained in this prospectus
supplement and the accompanying prospectus in the context of your financial
situation.

          YOU SHOULD CONSIDER THE FOLLOWING FACTORS, AS WELL AS THOSE SET FORTH
UNDER "RISK FACTORS" IN THE ACCOMPANYING PROSPECTUS, IN DECIDING WHETHER TO
PURCHASE ANY OFFERED CERTIFICATES. THE "RISK FACTORS" SECTION IN THE
ACCOMPANYING PROSPECTUS INCLUDES A NUMBER OF GENERAL RISKS ASSOCIATED WITH
MAKING AN INVESTMENT IN THE OFFERED CERTIFICATES.

          THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES
RELATING TO YOUR OFFERED CERTIFICATES. ADDITIONAL RISKS AND UNCERTAINTIES NOT
PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR YOUR
INVESTMENT.

          THIS PROSPECTUS SUPPLEMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISK AND UNCERTAINTIES. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING RISKS DESCRIBED BELOW AND ELSEWHERE IN THIS PROSPECTUS
SUPPLEMENT.

          IF ANY OF THE FOLLOWING EVENTS OR CIRCUMSTANCES IDENTIFIED AS RISKS
ACTUALLY OCCUR OR MATERIALIZE, YOUR INVESTMENT COULD BE MATERIALLY AND ADVERSELY
AFFECTED.

RISKS RELATED TO THE OFFERED CERTIFICATES

THE CLASS AM, AJ, B, C AND D CERTIFICATES ARE SUBORDINATE TO, AND ARE THEREFORE
RISKIER THAN, THE CLASS A-1, A-2, A-3A, A-3B, A-SB AND A-4 CERTIFICATES

          If you purchase class AM, AJ, B, C or D certificates, then your
offered certificates will provide credit support to other classes of offered
certificates and to the class XC certificates. As a result, you will receive
payments after, and must bear the effects of losses on the mortgage loans
before, the holders of those other classes of certificates.

          When making an investment decision, you should consider, among other
things--

          o    the payment priorities of the respective classes of the
               certificates;

          o    the order in which the principal balances of the respective
               classes of the certificates with principal balances will be
               reduced in connection with losses and default-related shortfalls;
               and

          o    the characteristics and quality of the mortgage loans.

          See "Description of the Mortgage Pool" and "Description of the Offered
Certificates--Payments" and "--Reductions to Certificate Principal Balances in
Connection With Realized Losses and Additional Trust Fund Expenses" in this
prospectus supplement. See also "Risk Factors--The Investment Performance of
Your Offered Certificates Will Depend Upon Payments, Defaults and Losses on the
Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
Unpredictable", "--Any Credit Support for Your Offered


                                      S-41



Certificates May Be Insufficient to Protect You Against All Potential Losses"
and "--Payments on the Offered Certificates Will Be Made Solely from the Limited
Assets of the Related Trust, and Those Assets May Be Insufficient to Make All
Required Payments on Those Certificates" in the accompanying prospectus.

CHANGES IN MORTGAGE POOL COMPOSITION CAN CHANGE THE NATURE OF YOUR INVESTMENT

          If you purchase any of the offered certificates with principal
balances that are expected to have relatively longer weighted average lives, or
if you purchase any of the class XP certificates, you will be more exposed to
risks associated with changes in concentrations of borrower, loan or property
characteristics than are persons who own offered certificates with principal
balances that are expected to have relatively shorter weighted average lives.
See "Risk Factors--Changes in Pool Composition Will Change the Nature of Your
Investment" in the accompanying prospectus.

THE OFFERED CERTIFICATES WILL HAVE LIMITED LIQUIDITY AND MAY EXPERIENCE
FLUCTUATIONS IN MARKET VALUE UNRELATED TO THE PERFORMANCE OF THE MORTGAGE LOANS

          Your offered certificates will not be listed on any national
securities exchange or traded on any automated quotation systems of any
registered securities association, and there is currently no secondary market
for your offered certificates. While one or more of the underwriters currently
intend to make a secondary market in the offered certificates, they are not
obligated to do so. Additionally, one or more purchasers may purchase
substantial portions of one or more classes of offered certificates. Moreover,
if a secondary market does develop, there can be no assurance that it will
provide you with liquidity of investment or that it will continue for the life
of your offered certificates. Accordingly, you may not have an active or liquid
secondary market for your offered certificates. Lack of liquidity could result
in a substantial decrease in the market value of your offered certificates. The
market value of your offered certificates also may be affected by many other
factors, including the then prevailing interest rates and market perceptions of
risks associated with commercial mortgage lending, and no representation is made
by any person or entity as to what the market value of any offered certificate
will be at any time.

THE OFFERED CERTIFICATES HAVE UNCERTAIN YIELDS TO MATURITY

          The yield on your offered certificates will depend on--

          o    the price you paid for your offered certificates; and

          o    the rate, timing and amount of payments on your offered
               certificates.

          The frequency, timing and amount of payments on your offered
certificates will depend on:

          o    the pass-through rate for, and other payment terms of, your
               offered certificates;

          o    the frequency and timing of payments and other collections of
               principal on the mortgage loans or, in some cases, a particular
               group of mortgage loans;

          o    the frequency and timing of defaults, and the severity of losses,
               if any, on the mortgage loans or, in some cases, a particular
               group of mortgage loans;

          o    the frequency, timing, severity and allocation of other
               shortfalls and expenses that reduce amounts available for payment
               on your offered certificates;

          o    repurchases of mortgage loans--or, in some cases, mortgage loans
               of a particular group--for material breaches of representations
               or warranties and/or material document defects;


                                      S-42



          o    the collection and payment of prepayment premiums and yield
               maintenance charges with respect to the mortgage loans or, in
               some cases, a particular group of mortgage loans; and

          o    servicing decisions with respect to the mortgage loans or, in
               some cases, a particular group of mortgage loans.

          These factors cannot be predicted with any certainty. Accordingly, you
may find it difficult to analyze the effect that these factors might have on the
yield to maturity of your offered certificates.

          See "Description of the Mortgage Pool", "Servicing of the Mortgage
Loans", "Description of the Offered Certificates--Payments" and "--Reductions to
Certificate Principal Balances in Connection With Realized Losses and Additional
Trust Fund Expenses" and "Yield and Maturity Considerations" in this prospectus
supplement. See also "Risk Factors--The Investment Performance of Your Offered
Certificates Will Depend Upon Payments, Defaults and Losses on the Underlying
Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
Unpredictable" and "Yield and Maturity Considerations" in the accompanying
prospectus.

THE INVESTMENT PERFORMANCE OF YOUR OFFERED CERTIFICATES MAY VARY MATERIALLY AND
ADVERSELY FROM YOUR EXPECTATIONS BECAUSE THE RATE OF PREPAYMENTS AND OTHER
UNSCHEDULED COLLECTIONS OF PRINCIPAL ON THE MORTGAGE LOANS IS FASTER OR SLOWER
THAN YOU ANTICIPATED

          If you purchase any offered certificates, other than the class XP
certificates, at a premium relative to their principal balances, and if payments
and other collections of principal on the mortgage loans occur with a greater
frequency than you anticipated at the time of your purchase, then your actual
yield to maturity may be lower than you had assumed at the time of your
purchase. Conversely, if you purchase any offered certificates, other than the
class XP certificates, at a discount from their principal balances, and if
payments and other collections of principal on the mortgage loans occur with
less frequency than you anticipated, then your actual yield to maturity may be
lower than you had assumed. You should consider that prepayment premiums and
yield maintenance charges may not be collected in all circumstances and no
prepayment premium or yield maintenance charge will be paid in connection with a
purchase or repurchase of a mortgage loan. Furthermore, even if a prepayment
premium or yield maintenance charge is collected and payable on your offered
certificates, it may not be sufficient to offset fully any loss in yield on your
offered certificates.

          The yield to maturity of the class XP certificates will be
particularly sensitive to the rate and timing of principal payments on the
mortgage loans (including principal prepayments and principal payments
occasioned by any default, liquidation or repurchase of a mortgage loan by the
applicable mortgage loan seller in connection with a material breach of
representation and warranty or a material document deficiency, all as described
in this prospectus supplement under "Description of the Mortgage
Pool--Repurchases and Substitutions"). Depending on the timing thereof, a
payment of principal in reduction of the principal balance of any of the class
A-1, A-2, A-3A, A-3B, A-SB, A-4, AM, AJ, B, C, D, E, F, G, H, J, K and L
certificates may result in a corresponding reduction in the total notional
amount of the class XP certificates. Accordingly, if principal payments
(including principal prepayments and principal payments occasioned by any
default, liquidation or repurchase of a mortgage loan) on the mortgage loans
occur at a rate faster than that assumed at the time of purchase, then your
actual yield to maturity with respect to the class XP certificates may be lower
than that assumed at the time of purchase. Prior to investing in the class XP
certificates, you should carefully consider the associated risks, including the
risk that an extremely rapid rate of amortization, prepayment or other
liquidation of the mortgage loans could result in your failure to fully recover
your initial investment. The ratings on the class XP certificates do not address
whether a purchaser of those certificates would be able to recover its initial
investment in them.

          Some of the mortgage loans may require the related borrower to make,
or permit the lender to apply reserve funds to make, partial prepayments if
certain conditions, such as meeting certain debt service coverage ratios and/or
satisfying certain leasing conditions, have not been satisfied. The required
prepayment may need to


                                      S-43



be made even though the subject mortgage loan is in its lock-out period. See
"Description of the Mortgage Pool--Terms and Conditions of the Mortgage
Loans--Mortgage Loans Which May Require Principal Paydowns" in this prospectus
supplement.

          The yield on the offered certificates with variable or capped
pass-through rates could also be adversely affected if the mortgage loans with
higher net mortgage interest rates pay principal faster than the mortgage loans
with lower net mortgage interest rates. This is because those classes bear
interest at pass-through rates equal to, based upon or limited by, as
applicable, a weighted average of the adjusted net mortgage interest rates
derived from the mortgage loans.

          In addition, depending on timing and other circumstances, the
pass-through rate for the class XP certificates may vary with changes in the
relative sizes of the total principal balances of the A-1, A-2, A-3A, A-3B,
A-SB, A-4, AM, AJ, B, C, D, E, F, G, H, J, K and L certificates.

          Prepayments resulting in a shortening of weighted average lives of the
offered certificates with principal balances may be made at a time of low
interest rates when investors may be unable to reinvest the resulting payment of
principal on their certificates at a rate comparable to the yield anticipated by
them in making their initial investment in those certificates, while delays and
extensions resulting in a lengthening of those weighted average lives may occur
at a time of high interest rates when investors may have been able to reinvest
principal payments that would otherwise have been received by them at higher
rates.

          The rate at which voluntary prepayments occur on the mortgage loans
will be affected by a variety of factors, including:

          o    the terms of the mortgage loans;

          o    the length of any prepayment lockout period;

          o    the level of prevailing interest rates;

          o    the availability of mortgage credit;

          o    the applicable yield maintenance charges or prepayment premiums;

          o    the master servicer's or special servicer's (or, in the case of
               the Westchester trust mortgage loan, the MLMT Series 2005-MCP1
               master servicer's or special servicer's) ability to enforce yield
               maintenance charges and prepayment premiums;

          o    the failure to meet certain requirements for the release of
               escrows;

          o    the occurrence of casualties or natural disasters; and

          o    economic, demographic, tax, legal or other factors.

          A borrower is generally less likely to prepay its mortgage loan if
prevailing interest rates are at or above the mortgage interest rate borne by
that mortgage loan. On the other hand, a borrower is generally more likely to
prepay its mortgage loan if prevailing rates fall significantly below the
mortgage interest rate borne by that mortgage loan. Borrowers are less likely to
prepay mortgage loans with lock-out periods or yield maintenance charge
provisions, to the extent enforceable, than otherwise identical mortgage loans
without these provisions, with shorter lock-out periods or with lower or no
yield maintenance charges. None of the master servicer (or, with respect to the
Westchester trust mortgage loan, the MLMT Series 2005-MCP1 master servicer), the
special servicer, the trustee or the fiscal agent will be required to advance
any yield maintenance charges. However, as discussed below under "--Yield
Maintenance Charges and Defeasance Provisions May Not Fully Protect Against


                                      S-44



Prepayment Risk", there is a risk that yield maintenance charges may not be
enforceable in certain jurisdictions and proceedings.

          See "Description of the Mortgage Pool--Terms and Conditions of the
Mortgage Loans--Voluntary Prepayment Provisions" in this prospectus supplement
for a discussion of prepayment restrictions with respect to the mortgage loans.
No assurance can be given to you that the related borrowers will refrain from
prepaying their mortgage loans due to the existence of yield maintenance charges
or that involuntary prepayments will not occur.

          In addition, if a mortgage loan seller repurchases any mortgage loan
from the trust fund due to material breaches of representations or warranties or
material document defects, the repurchase price paid will be passed through to
the holders of the certificates with the same effect as if the mortgage loan had
been prepaid in part or in full, and no yield maintenance charge will be
payable. A repurchase or the exercise of a purchase option may adversely affect
the yield to maturity on your certificates.

A HIGH RATE AND EARLY OCCURRENCE OF BORROWER DELINQUENCIES AND DEFAULTS MAY
ADVERSELY AFFECT YOUR INVESTMENT

          The actual yield to maturity of your offered certificates will be
lower than expected and could be negative under certain extreme scenarios if (a)
you calculate the anticipated yield of your offered certificates based on a
default rate or amount of losses lower than that actually experienced by the
mortgage loans and (b) the additional losses are allocable to or otherwise
required to be borne by your class of offered certificates. The actual yield to
maturity of your offered certificates will also be affected by the timing of any
loss on a liquidated mortgage loan if a portion of the loss is allocable to or
otherwise required to be borne by your class of offered certificates, even if
the rate of defaults and severity of losses are consistent with your
expectations. In general, the earlier you bear a loss, the greater the effect on
your yield to maturity. Delinquencies on the mortgage loans may result in
shortfalls in distributions of interest and/or principal to the holders of the
offered certificates for the current month if the delinquent amounts are not
advanced. Furthermore, no interest will accrue on this shortfall during the
period of time that the payment is delinquent. Losses on the mortgage loans may
affect the weighted average life and/or yield to maturity of a particular class
of offered certificates even if those losses are not allocated to, or required
to be borne by the holders of, that class of offered certificates. The special
servicer may accelerate the maturity of the related mortgage loan in the case of
any monetary or material non-monetary default, which could result in an
acceleration of payments to the certificateholders. In addition, losses on the
mortgage loans may result in a higher percentage ownership interest evidenced by
a class of offered certificates in the remaining mortgage loans than would
otherwise have been the case absent the loss, even if those losses are not
allocated to that class of offered certificates. The consequent effect on the
weighted average life and/or yield to maturity of a class of offered
certificates will depend upon the characteristics of the remaining mortgage
loans.

          Depending on the timing thereof, any reduction in the total principal
balance of the class A-1, A-2, A-3A, A-3B, A-SB, A-4, AM, AJ, B, C, D, E, F, G,
H, J, K and L certificates as a result of losses on the mortgage loans and/or
default-related or other unanticipated expenses may result in a reduction in the
total notional amount of the class XP certificates.

YIELD MAINTENANCE CHARGES AND DEFEASANCE PROVISIONS MAY NOT FULLY PROTECT
AGAINST PREPAYMENT RISK

          Provisions requiring yield maintenance charges may not be enforceable
in some states and under federal bankruptcy law, and may constitute interest for
usury purposes. Accordingly, we cannot assure you that the obligation to pay any
yield maintenance charge will be enforceable. Also, we cannot assure you that
foreclosure proceeds will be sufficient to pay an enforceable yield maintenance
charge.


                                      S-45



          Additionally, although the collateral substitution provisions related
to defeasance do not have the same effect on the certificateholders as
prepayment, we cannot assure you that a court would not interpret those
provisions as requiring a yield maintenance charge. In certain jurisdictions,
those collateral substitution provisions might be deemed unenforceable under
applicable law or public policy, or usurious.

THE RIGHT OF THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE AND THE
FISCAL AGENT AND THE RIGHT OF PARTIES ACTING IN SIMILAR CAPACITIES IN RESPECT OF
THE MLMT SERIES 2005-MCP1 SECURITIZATION TO RECEIVE INTEREST ON ADVANCES,
SPECIAL SERVICING FEES, PRINCIPAL RECOVERY FEES AND WORKOUT FEES WILL AFFECT
YOUR RIGHT TO RECEIVE DISTRIBUTIONS

          To the extent described in this prospectus supplement and provided in
the pooling and servicing agreement, each of the master servicer, the special
servicer, the trustee and the fiscal agent will be entitled to receive interest
(which will generally accrue from the date on which the related advance is made
through the date of reimbursement) on unreimbursed advances made by it. In
addition, the special servicer will be entitled to receive, in connection with
its servicing, liquidation and/or workout of defaulted mortgage loans,
compensation consisting of special servicing fees, principal recovery fees and
workout fees, respectively. Furthermore, the MLMT Series 2005-MCP1 master
servicer, special servicer and trustee will have similar rights under the MLMT
Series 2005-MCP1 pooling and servicing agreement with respect to the Westchester
trust mortgage loan. The right to receive these amounts is senior to the rights
of certificateholders to receive distributions on the offered certificates and,
consequently, may result in shortfalls and losses being allocated to the offered
certificates that would not have otherwise resulted.

YOUR LACK OF CONTROL OVER THE TRUST FUND CAN CREATE RISKS

          You and other holders of the offered certificates generally do not
have a right to vote and do not have the right to make decisions with respect to
the administration of the trust. See "Description of the Offered
Certificates--Voting Rights" in this prospectus supplement. Those decisions are
generally made, subject to the express terms of the pooling and servicing
agreement, by the master servicer, the trustee or the special servicer, as
applicable. Any decision made by one of those parties in respect of the trust
fund, even if that decision is determined to be in your best interests by that
party, may be contrary to the decision that you or other holders of the offered
certificates would have made and may negatively affect your interests.
Similarly, you will generally not have the right to vote or make decisions with
respect to the servicing of the Westchester trust mortgage loan and your
interests may be negatively affected by decisions made by the applicable parties
pursuant to the MLMT Series 2005-MCP1 pooling and servicing agreement and the
intercreditor agreement for the Westchester loan combination.

POTENTIAL CONFLICTS OF INTEREST WITH RESPECT TO THE MASTER SERVICER AND THE
SPECIAL SERVICER

          Midland Loan Services, Inc., the initial master servicer, is an
affiliate of one of the underwriters and one of the mortgage loan sellers. This
affiliation could cause a conflict with the master servicer's duties to the
trust under the pooling and servicing agreement notwithstanding the fact that
the pooling and servicing agreement provides that the mortgage loans serviced
pursuant to that agreement must be administered in accordance with the servicing
standard described in this prospectus supplement without regard to an
affiliation with any other party involved in the transaction. See "Servicing of
the Mortgage Loans--General" in this prospectus supplement.

          Midland Loan Services, Inc., which is also the MLMT Series 2005-MCP1
initial master servicer and initial special servicer, is also an affiliate of
one of the underwriters and one of the mortgage loan sellers involved in the
MLMT Series 2005-MCP1 securitization transaction. This affiliation and dual
roles could result in a conflict with the MLMT 2005-MCP1 master servicer's
obligation to the trust as a holder of a mortgage loan serviced under the MLMT
Series 2005-MCP1 pooling and servicing agreement, notwithstanding the fact that
the MLMT Series 2005-MCP1 pooling and servicing agreement provides that the
loans serviced pursuant to that


                                      S-46



agreement, including the Westchester trust mortgage loan, must be administered
in accordance with the servicing standard under the MLMT Series 2005-MCP1
pooling and servicing agreement without regard to an affiliation with any other
party involved in the MLMT Series 2005-MCP1 transaction or the servicing of any
other loan or property.

          See "Servicing of the Mortgage Loans--General" and "Description of the
Mortgage Pool--Westchester Loan Combination" in this prospectus supplement.

          The special servicer will be involved in determining whether to modify
or foreclose upon a defaulted mortgage loan serviced by it. The initial special
servicer is an affiliate of the entity which is expected to purchase certain of
the non-offered certificates (including the controlling class of certificates).
This could cause a conflict between the special servicer's duties to the trust
under the pooling and servicing agreement and its affiliate's interest as a
holder of certificates issued under that agreement. In addition, the master
servicer, the special servicer, the MLMT Series 2005-MCP1 master servicer and
the MLMT Series 2005-MCP1 special servicer and each of their affiliates own and
are in the business of acquiring assets similar in type to the assets of the
trust fund. Accordingly, the assets of those parties and their affiliates may,
depending upon the particular circumstances including the nature and location of
those assets, compete with the mortgaged real properties for tenants,
purchasers, financing and in other matters related to the management and
ownership of real estate. See "Servicing of the Mortgage Loans--Modifications,
Waivers, Amendments and Consents" in this prospectus supplement.

          Similarly, the MLMT Series 2005-MCP1 special servicer will be involved
in determining whether to modify or foreclose upon a defaulted loan serviced by
it. The MLMT Series 2005-MCP1 special servicer is subject to removal, pursuant
to the terms of the MLMT Series 2005-MCP1 pooling and servicing agreement, by
the party that purchased certain of the MLMT Series 2005-MCP1 certificates
(including the MLMT Series 2005-MCP1 controlling class of certificates) and also
by the holder of the Westchester subordinate non-trust loan referred to in this
prospectus supplement as the Westchester controlling subordinate noteholder.
This could cause a conflict between the MLMT Series 2005-MCP1 special servicer's
duties to the trust as holder of a mortgage loan serviced under the MLMT Series
2005-MCP1 pooling and servicing agreement and the interests of the holder of the
MLMT Series 2005-MCP1 controlling class of certificates and the Westchester
controlling subordinate noteholder.

          The special servicer will have the right to determine that any P&I
advance made or to be made by the master servicer, the trustee or the fiscal
agent is not recoverable from proceeds of the mortgage loan to which that
advance relates. The master servicer, the trustee or the fiscal agent will then
be required to not make a proposed advance or may obtain reimbursement for a
previously made advance from collections of principal and, in some cases,
interest, which may reduce the amount of principal and, in some cases, interest
that will be paid on your offered certificates.

          In addition, in connection with the servicing of the specially
serviced mortgage loans (other than the Westchester trust mortgage loan), the
special servicer may, at the direction of the controlling class representative,
take actions with respect to the specially serviced mortgage loans that could
adversely affect the holders of some or all of the classes of offered
certificates. The MLMT Series 2005-MCP1 special servicer may, at the direction
of either of (i) the holder of a subordinate non-trust loan in the Westchester
loan combination that is the subordinate controlling noteholder in accordance
with the terms of the related intercreditor agreement or (ii) the controlling
class of certificateholders under the MLMT Series 2005-MCP1 pooling and
servicing agreement, take generally similar but not identical actions with
respect to the Westchester trust mortgage loan if it is a specially serviced
mortgage loan under that agreement. Furthermore, the holders of the Westchester
subordinate non-trust loans have par purchase options and cure rights with
respect to the Westchester trust mortgage loan and the Westchester pari passu
non-trust loan under various default scenarios. See "Servicing of the Mortgage
Loans--The Controlling Class Representative" in this prospectus supplement.


                                      S-47



          The pooling and servicing agreement may provide that the master
servicer and the special servicer must seek the consent of the controlling class
representative prior to making material decisions in connection with litigation
being managed by either such party for and on behalf of the trust.

          The controlling class representative will be selected by the holders
of certificates representing a majority interest in the controlling class. The
controlling class of certificateholders, the controlling class of
certificateholders under the MLMT Series 2005-MCP1 pooling and servicing
agreement and the Westchester controlling subordinate noteholder may have
interests that conflict with those of the holders of the offered certificates.
As a result, it is possible that the controlling class representative, the
controlling class of certificateholders under the MLMT Series 2005-MCP1 pooling
and servicing agreement or the Westchester controlling subordinate noteholder
may direct the MLMT Series 2005 MCP1 special servicer or the special servicer
for our Series 2005-CIP1 securitization, as the case may be, to take actions
which conflict with the interests of the holders of certain classes of the
offered certificates. However, neither the MLMT Series 2005-MCP1 special
servicer nor the special servicer for our Series 2005-CIP1 securitization is
permitted to take actions which are prohibited by law or violate the servicing
standard or the terms of the loan documents.

FUTURE TERRORIST ATTACKS AND MILITARY ACTIONS MAY ADVERSELY AFFECT THE VALUE OF
THE OFFERED CERTIFICATES AND PAYMENTS ON THE MORTGAGE LOANS

          On September 11, 2001, the United States was subjected to multiple
terrorist attacks, resulting in significant loss of life and massive property
damage and destruction in New York City, the Washington D.C. area and
Pennsylvania. It is impossible to predict if or when future terrorist activities
may occur in the United States. It is also impossible to predict the duration of
the current military involvement of the United States in Iraq or Afghanistan and
whether the United States will be involved in any other future military actions.

          See "Risk Factors--The Risk of Terrorism In the United States and
Military Action May Adversely Affect the Value of the Offered Certificates and
Payments on the Mortgage Assets" in the accompanying prospectus.

RISKS RELATED TO THE MORTGAGE LOANS

CONCENTRATION OF MORTGAGED REAL PROPERTY TYPES SUBJECT THE TRUST TO INCREASED
RISK OF DECLINE IN A PARTICULAR INDUSTRY

          The inclusion in the trust of a significant concentration of mortgage
loans that are secured by mortgage liens on a particular type of
income-producing property makes the overall performance of the mortgage pool
materially more dependent on the factors that affect the operations at and value
of that property type. See "Summary of Prospectus Supplement--The Mortgage Loans
and the Mortgaged Real Properties--Additional Statistical Information" in this
prospectus supplement and the discussion in the following seven sub-headings of
this "--Risks Related to the Mortgage Loans" subsection.

RETAIL PROPERTIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON YOUR
CERTIFICATES

          Fifty-three (53) of the mortgaged real properties, which represent
security for approximately 39.0% of the initial mortgage pool balance, are fee
and/or leasehold interests in retail properties. Mortgage loans that are secured
by liens on those types of properties are exposed to unique risks particular to
those types of properties.

          For a more detailed discussion of factors uniquely affecting retail
properties, you should refer to the section in the accompanying prospectus
captioned "Description of the Trust Assets--Mortgage Loans--A Discussion of the
Various Types of Multifamily and Commercial Properties that May Secure Mortgage
Loans Underlying a Series of Offered Certificates--Retail Properties".


                                      S-48



OFFICE PROPERTIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON YOUR
CERTIFICATES

          Fifty-eight (58) of the mortgaged real properties, which represent
security for approximately 21.1% of the initial mortgage pool balance, are fee
and/or leasehold interests in office properties. Mortgage loans that are secured
by liens on those types of properties are exposed to unique risks particular to
those types of properties.

          For a more detailed discussion of factors uniquely affecting office
properties, you should refer to the section in the accompanying prospectus
captioned "Description of the Trust Assets--Mortgage Loans--A Discussion of the
Various Types of Multifamily and Commercial Properties that May Secure Mortgage
Loans Underlying a Series of Offered Certificates--Office Properties".

          Four (4) of the office properties referred to above, which represent
security for approximately 0.9% of the initial mortgage pool balance (loan
numbers 80, 96, 110 and 115), are medical offices. Mortgage loans secured by
liens on medical office properties are also exposed to the unique risks
particular to health care related properties. For a more detailed discussion of
factors uniquely affecting medical offices, you should refer to the section in
the accompanying prospectus captioned "Description of the Trust Assets--Mortgage
Loans--A Discussion of the Various Types of Multifamily and Commercial
Properties that May Secure Mortgage Loans Underlying a Series of Offered
Certificates--Health Care Related Properties".

HOSPITALITY PROPERTIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON
YOUR CERTIFICATES

          Twenty-four (24) of the mortgaged real properties, which represent
security for approximately 14.0% of the initial mortgage pool balance, are fee
and/or leasehold interests in hospitality properties. Mortgage loans that are
secured by liens on those types of properties are exposed to unique risks
particular to those types of properties.

          For a more detailed discussion of factors uniquely affecting
hospitality properties, you should refer to the section in the accompanying
prospectus captioned "Description of the Trust Assets--Mortgage Loans--A
Discussion of the Various Types of Multifamily and Commercial Properties that
May Secure Mortgage Loans Underlying a Series of Offered
Certificates--Hospitality Properties".

MULTIFAMILY PROPERTIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON
YOUR CERTIFICATES

          Thirty-five (35) of the mortgaged real properties, which represent
security for approximately 7.9% of the initial mortgage pool balance, are fee
and/or leasehold interests in multifamily properties. Mortgage loans that are
secured by liens on those types of properties are exposed to unique risks
particular to those types of properties.

          For a more detailed discussion of factors uniquely affecting
multifamily properties, you should refer to the section in the accompanying
prospectus captioned "Description of the Trust Assets--Mortgage Loans--A
Discussion of the Various Types of Multifamily and Commercial Properties that
May Secure Mortgage Loans Underlying a Series of Offered
Certificates--Multifamily Rental Properties".

SELF STORAGE FACILITIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON
YOUR CERTIFICATES

          Fifty-four (54) of the mortgaged real properties, which represent
security for approximately 5.1% of the initial mortgage pool balance, are fee
and/or leasehold interests in self storage facility properties. Mortgage loans
that are secured by liens on those types of properties are exposed to unique
risks particular to those types of properties.

          For a more detailed discussion of factors uniquely affecting self
storage facilities, you should refer to the section in the accompanying
prospectus captioned "Description of the Trust Assets--Mortgage Loans--A


                                      S-49



Discussion of the Various Types of Multifamily and Commercial Properties that
May Secure Mortgage Loans Underlying a Series of Offered
Certificates--Warehouse, Mini-Warehouse and Self Storage Facilities".

INDUSTRIAL FACILITIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON
YOUR CERTIFICATES

          Ten (10) of the mortgaged real properties, which represent security
for approximately 3.4% of the initial pool balance, are fee and/or leasehold
interests in industrial properties. Mortgage loans that are secured by liens on
those types of properties are exposed to unique risks particular to those types
of properties.

          For a more detailed discussion of factors uniquely affecting
industrial properties, you should refer to the section in the accompanying
prospectus captioned "Description of the Trust Assets--Mortgage Loans--A
Discussion of the Various Types of Multifamily and Commercial Properties that
May Secure Mortgage Loans Underlying a Series of Offered
Certificates--Industrial Properties".

MANUFACTURED HOUSING COMMUNITY PROPERTIES ARE SUBJECT TO UNIQUE RISKS WHICH MAY
REDUCE PAYMENTS ON YOUR CERTIFICATES

          Five (5) of the mortgaged real properties, which represent security
for approximately 2.6% of the initial mortgage pool balance, are fee and/or
leasehold interests in manufactured housing community properties. Mortgage loans
that are secured by liens on those types of properties are exposed to unique
risks particular to those types of properties.

          Three (3) of the manufactured housing community properties referred to
above, which secure one (1) mortgage loan (loan number 8) representing
approximately 2.0% of the initial mortgage pool balance, are recreational
vehicle communities.

          For a more detailed discussion of factors uniquely affecting
manufactured housing community properties and recreational vehicle parks, you
should refer to the section in the accompanying prospectus captioned
"Description of the Trust Assets--Mortgage Loans--A Discussion of the Various
Types of Multifamily and Commercial Properties that May Secure Mortgage Loans
Underlying a Series of Offered Certificates--Manufactured Housing Communities,
Mobile Home Parks and Recreational Vehicle Parks".

RISKS ASSOCIATED WITH CONDOMINIUM OWNERSHIP

          Two (2) mortgage loans (loan numbers 35 and 128), representing in the
aggregate approximately 0.8% of the initial mortgage pool balance, are secured
by the related borrower's interest in residential and/or commercial condominium
units.

          In the case of condominiums, a condominium owner is generally
responsible for the payment of common area maintenance charges. In the event
those charges are not paid when due, the condominium association may have a lien
for those unpaid charges against the owner of the subject condominium unit, and,
in some cases, pursuant to the condominium declaration, the lien of the mortgage
for a related mortgage loan is subordinate to that lien for unpaid common area
maintenance charges. In addition, pursuant to a condominium declaration, the
holders of the remaining units may be responsible for common area maintenance
charges that remain unpaid by any particular unit holder.

          In the case of condominiums, a board of managers generally has
discretion to make decisions affecting the condominium building and there is no
assurance that the borrower under a mortgage loan secured by one or more
interests in that condominium will have any control over decisions made by the
related board of managers. Therefore, decisions made by that board of managers,
including regarding assessments to be paid by the unit owners, insurance to be
maintained on the condominium building, restoration following a casualty and
many


                                      S-50



other decisions affecting the maintenance of that building, may have an adverse
impact on the mortgage loans that are secured by mortgaged real properties
consisting of such condominium interests.

          There can be no assurance that the related board of managers will
always act in the best interests of the borrower under those mortgage loans.
Further, due to the nature of condominiums, a default on the part of the
borrower with respect to such mortgaged real properties will not allow the
special servicer the same flexibility in realizing on the collateral as is
generally available with respect to commercial properties that are not
condominiums. The rights of other unit owners, the documents governing the
management of the condominium units and the state and local laws applicable to
condominium units must be considered. In addition, in the event of a casualty
with respect to the subject mortgaged real property, due to the possible
existence of multiple loss payees on any insurance policy covering such
mortgaged real property, there could be a delay in the restoration of the
mortgaged real property and/or the allocation of related insurance proceeds, if
any. Further, notwithstanding a board of managers' contractual obligations to
restore common areas and to maintain casualty insurance coverage, insurance
proceeds may not be sufficient to restore damaged common areas and unit owners
may not have sufficient funds to pay the complete restoration costs.
Consequently, servicing and realizing upon the collateral described above could
subject the certificateholders to greater delay, expense and risk than with
respect to a mortgage loan secured by a commercial property that is not a
condominium.

REPAYMENT OF THE MORTGAGE LOANS DEPENDS ON THE OPERATION OF THE MORTGAGED REAL
PROPERTIES

          The mortgage loans are secured by mortgage liens on fee and/or
leasehold (which may include sub-leasehold) interests in commercial, multifamily
and manufactured housing community real property. The risks associated with
lending on these types of real properties are inherently different from those
associated with lending on the security of single-family residential properties.
This is because, among other reasons, such mortgage loans are often larger and
repayment of each of the mortgage loans is dependent on--

          o    the successful operation and value of the mortgaged real
               property; and

          o    the related borrower's ability to sell or refinance the mortgaged
               real property.

          See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage
Loan Depends Upon the Performance and Value of the Underlying Real Property,
Which May Decline Over Time, and the Related Borrower's Ability to Refinance the
Property, of Which There is No Assurance" and "Description of The Trust
Assets--Mortgage Loans--A Discussion of the Various Types of Multifamily and
Commercial Properties That May Secure Mortgage Loans Underlying a Series of
Offered Certificates" in the accompanying prospectus.

THE MORTGAGED REAL PROPERTY WILL BE THE SOLE ASSET AVAILABLE TO SATISFY THE
AMOUNTS OWING UNDER A MORTGAGE LOAN IN THE EVENT OF DEFAULT

          All of the mortgage loans are or should be considered nonrecourse
loans. If the related borrower defaults on any of the mortgage loans, only the
mortgaged real property (together with any related insurance policies or credit
enhancements), and none of the other assets of the borrower, is available to
satisfy the debt. Consequently, payment prior to maturity is dependent primarily
on the sufficiency of the net operating income of the mortgaged real property.
Payment at maturity is primarily dependent upon the market value of the
mortgaged real property or the borrower's ability to refinance the mortgaged
real property. Even if the related loan documents permit recourse to the
borrower or a guarantor, the trust may not be able to ultimately collect the
amount due under a defaulted mortgage loan. See "Risk Factors--Repayment of a
Commercial or Multifamily Mortgage Loan Depends Upon the Performance and Value
of the Underlying Real Property, Which May Decline Over Time, and the Related
Borrower's Ability to Refinance the Property, of Which There is No Assurance" in
the accompanying prospectus.


                                      S-51



ONE (1) OF THE MORTGAGE LOANS THAT WE INTEND TO INCLUDE IN THE TRUST FUND IS
BEING SERVICED AND ADMINISTERED PURSUANT TO THE SERVICING ARRANGEMENTS FOR A
DIFFERENT SECURITIZATION; THEREFORE, THE CERTIFICATEHOLDERS WILL HAVE NO ABILITY
TO CONTROL THE SERVICING OF THAT MORTGAGE LOAN AND PARTIES WITH CONTROL OVER THE
SERVICING OF THAT MORTGAGE LOAN MAY HAVE INTERESTS THAT CONFLICT WITH YOUR
INTERESTS.

          The mortgage loan secured by the mortgaged real property identified on
Annex A-1 to this prospectus supplement as The Westchester, which mortgage loan
has a cut-off date principal balance of $100,000,000, representing approximately
4.9% of the initial mortgage pool balance, is part of a loan combination
consisting of that mortgage loan and multiple non-trust loans, consisting of the
Westchester pari passu non-trust loan, which is pari passu in right of payment
and in other respects with the Westchester trust mortgage loan and the
Westchester subordinate non-trust loans, which are subordinate in right of
payment and in other respects to the Westchester trust mortgage loan and the
Westchester pari passu non-trust loan. The Westchester non-trust loans will not
be included in the trust. All of those mortgage loans are secured by the same
mortgage instrument encumbering the same mortgaged real property. The
Westchester pari passu non-trust loan has been included in the trust fund
established in connection with the Merrill Lynch Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2005-MCP1 commercial mortgage
securitization. The Westchester subordinate non-trust loans are grouped into
three (3) tiers of relative seniority--a "B note" tier, a "C note" tier and a "D
note" tier, each of which consists of one or more subordinate non-trust loans.

          The intercreditor agreement that governs the relationship between the
holders of the Westchester trust mortgage loan provides that all of the loans
secured by the Westchester mortgaged real property will be serviced and
administered pursuant to the MLMT Series 2005-MCP1 pooling and servicing
agreement (the governing document for the MLMT Series 2005-MCP1 commercial
mortgage securitization), which provides for servicing arrangements that are
generally similar but not identical to those under the pooling and servicing
agreement for our Series 2005-CIP1 certificates. Consequently:

          o    the trustee as holder of the Westchester trust mortgage loan will
               not have the ability to control the servicing and administration
               of that mortgage loan;

          o    neither the certificateholders nor the trustee on their behalf
               will generally have any right to seek damages from any party to
               the MLMT Series 2005-MCP1 pooling and servicing agreement for any
               failure to perform any obligations under that agreement or with
               respect to the related loan documents, including servicing
               obligations, except to the limited extent set forth in the
               related intercreditor agreement;

          o    neither the certificateholders nor the trustee on their behalf
               will have any right to replace any party servicing the mortgage
               loan secured by the Westchester mortgaged real property; and

          o    the master servicer, special servicer and trustee under the
               pooling and servicing agreement for our Series 2005-CIP1
               certificates may not independently exercise remedies following a
               default with respect to the mortgage loans secured by the
               Westchester mortgaged real property, and the servicing parties
               under the MLMT Series 2005-MCP1 pooling and servicing agreement
               have sole authority to exercise any and all rights and take all
               actions available to the certificateholders or the trustee on
               their behalf to protect the trust's interests with respect to
               those mortgage loans.

          In servicing the Westchester loan combination, the MLMT Series
2005-MCP1 master servicer and special servicer must take into account the
interests of the holders of the certificates issued pursuant to the MLMT Series
2005-MCP1 pooling and servicing agreement, which interests may conflict with
your interests. In addition, the legal and/or beneficial owners of the
Westchester pari passu non-trust loan secured by the Westchester mortgaged real
property, some of whom have certain rights under the MLMT Series 2005-MCP1
pooling and servicing agreement that affect the Westchester trust mortgage loan,
including with respect to arranging for and directing the servicing of that
mortgage loan, may have interests that conflict with your interests.


                                      S-52



          In the event that certain default circumstances exist with respect to
the Westchester loan combination, the Westchester intercreditor agreement
provides for a par purchase option in respect of all the loans comprising the
loan combination that is exercisable by any holder of a Westchester Subordinate
non-trust loan. In addition, the holder (or if applicable, the beneficial owner)
of certificates with the largest percentage of voting rights allocated to the
controlling class of certificates will have a similar par purchase option in
similar default circumstances to those referred to above, pursuant to a
designation from the trustee, to purchase the Westchester pari passu non-trust
mortgage loan.

          See "Description of the Mortgage Pool--Westchester Loan Combination"
in this prospectus supplement.

LOANS NOT INSURED OR GUARANTEED

          Generally, the mortgage loans will not be an obligation of, or be
insured or guaranteed by, us, any governmental entity, any private mortgage
insurer, any mortgage loan seller, the underwriters, the master servicer, the
special servicer, the trustee, the fiscal agent, any of their respective
affiliates or any other person or entity.

          We have not evaluated the significance of the recourse provisions of
mortgage loans that may permit recourse against the related borrower or another
person in the event of a default. Accordingly, you should assume all of the
mortgage loans included are nonrecourse loans, and that recourse in the case of
default will be limited to the related mortgaged real property.

RESERVES TO FUND CAPITAL EXPENDITURES MAY BE INSUFFICIENT AND THIS MAY ADVERSELY
AFFECT PAYMENTS ON YOUR CERTIFICATES

          Although many of the mortgage loans require that funds be put aside
for specific reserves, certain of the mortgage loans do not require any
reserves. We cannot assure you that any such reserve amounts will be sufficient
to cover the actual costs of the items for which the reserves were established.
We also cannot assure you that cash flow from the related mortgaged real
properties will be sufficient to fully fund the ongoing monthly reserve
requirements.

OPTIONS AND OTHER PURCHASE RIGHTS MAY AFFECT VALUE OR HINDER RECOVERY WITH
RESPECT TO THE MORTGAGED REAL PROPERTIES

          The borrower under certain of the mortgage loans has given to one or
more tenants or another person a right of first refusal in the event a sale is
contemplated or an option to purchase all or a portion of the related mortgaged
real property. These rights, which may not be subordinated to the related
mortgage, may impede the lender's ability to sell the related mortgaged real
property at foreclosure or after acquiring the mortgaged real property pursuant
to foreclosure, or adversely affect the value and/or marketability of the
related mortgaged real property. Additionally, the exercise of a purchase option
may result in the related mortgage loan being prepaid during a period when
voluntary prepayments are otherwise prohibited.

INCREASES IN REAL ESTATE TAXES DUE TO TERMINATION OF PAYMENT-IN-LIEU-OF-TAXES OR
OTHER TAX ABATEMENT ARRANGEMENTS MAY REDUCE PAYMENTS TO CERTIFICATEHOLDERS

          In the case of some of the mortgage loans, the related mortgaged real
properties may be the subject of municipal payment-in-lieu-of-taxes programs or
other tax abatement arrangements, whereby the related borrower pays payments in
lieu of taxes that are less than what its tax payment obligations would be
absent the program or pays reduced real estate taxes. These programs or
arrangements may be scheduled to terminate or provide for significant tax
increases prior to the maturity of the related mortgage loans or may require
increased payments in the future, in each case resulting in increased payment
obligations (which could be substantial) in the form of real


                                      S-53



estate taxes or increased payments in lieu of taxes, which could adversely
impact the ability of the related borrowers to pay debt service on their
mortgage loans.

IN SOME CASES, A MORTGAGED REAL PROPERTY IS DEPENDENT ON A SINGLE TENANT OR ON
ONE OR A FEW MAJOR TENANTS

          In the case of 84 mortgaged real properties, securing approximately
40.8% of the initial mortgage pool balance, the related borrower has leased the
property to one tenant that occupies 25% or more of the particular property. In
the case of 40 of those properties, securing approximately 11.1% of the initial
mortgage pool balance, the related borrower has leased the particular property
to a single tenant that occupies 50% or more of the particular property. In the
case of 22 mortgaged real properties, securing approximately 4.9% of the initial
mortgage pool balance, the related borrower has leased the particular property
to a single tenant that occupies 100% of the particular property. Accordingly,
the full and timely payment of each of the related mortgage loans is highly
dependent on the continued operation of the major tenant or tenants, which, in
some cases, is the sole tenant, at the mortgaged real property. In addition, the
leases of some of these tenants may terminate on or prior to the term of the
related mortgage loan. For information regarding the lease expiration dates of
significant tenants at the mortgaged real properties, see Annex A-1 to this
prospectus supplement. See "Risk Factors--Repayment of a Commercial or
Multifamily Mortgage Loan Depends Upon the Performance and Value of the
Underlying Real Property, Which May Decline Over Time and the Related Borrower's
Ability to Refinance the Property, of Which There is No Assurance" in the
accompanying prospectus.

THE FAILURE OF A TENANT WILL HAVE A NEGATIVE IMPACT ON SINGLE TENANT PROPERTIES
AND PROPERTIES WITH TENANT CONCENTRATIONS

          The bankruptcy or insolvency of a major tenant, or a number of smaller
tenants, in retail, industrial and office properties may adversely affect the
income produced by a mortgaged real property. Under the Bankruptcy Code, a
tenant has the option of assuming or rejecting any unexpired lease. If the
tenant rejects the lease, the landlord's claim for breach of the lease would be
a general unsecured claim against the tenant (absent collateral securing the
claim) and the amounts the landlord could claim would be limited. One or more
tenants at a particular mortgaged real property may have been the subject of
bankruptcy or insolvency proceedings. See "Risk Factors--Bankruptcy Proceedings
Entail Certain Risks" in this prospectus supplement and "Risk Factors--The
Investment Performance of Your Offered Certificates Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable--Dependence on a Single Tenant
or a Small Number of Tenants Makes a Property Riskier Collateral" in the
accompanying prospectus.

CERTAIN ADDITIONAL RISKS RELATING TO TENANTS

          The income from, and market value of, the mortgaged real properties
leased to various tenants would be adversely affected if, among other things:

          o    space in the mortgaged real properties could not be leased or
               re-leased;

          o    substantial re-leasing costs were required and/or the cost of
               performing landlord obligations under existing leases materially
               increased;

          o    tenants were unwilling or unable to meet their lease obligations;

          o    a significant tenant were to become a debtor in a bankruptcy
               case; or

          o    rental payments could not be collected for any other reason.


                                      S-54



          Repayment of the mortgage loans secured by retail, office and
industrial properties will be affected by the expiration of leases and the
ability of the respective borrowers to renew the leases or relet the space on
comparable terms and on a timely basis. Certain of the mortgaged real properties
may be leased in whole or in part by government-sponsored tenants who have the
right to cancel their leases at any time or for lack of appropriations.
Additionally, mortgaged real properties may have concentrations of leases
expiring at varying rates in varying percentages, including single-tenant
mortgaged real properties, during the term of the related mortgage loans and in
some cases most or all of the leases on a mortgaged real property may expire
prior to the related anticipated repayment date or maturity date. Even if
vacated space is successfully relet, the costs associated with reletting,
including tenant improvements and leasing commissions, could be substantial and
could reduce cash flow from the mortgaged real properties. Moreover, if a tenant
defaults in its obligations to a borrower, the borrower may incur substantial
costs and experience significant delays associated with enforcing its rights and
protecting its investment, including costs incurred in renovating and reletting
the related mortgaged real property.

          In the case of one (1) mortgage loan (loan number 49) secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Staybridge Suites-Naples, representing approximately 0.5% of the initial
mortgage pool balance, the related mortgaged real property is 94.73% occupied by
Advanced Marketing Services, Inc., a provider of customized wholesaling and
distribution services to book retailers and publishers. The company's
headquarters is at the subject mortgaged real property. The company has been
under recent government investigation for the misstatement of earnings through
improper recognition of certain revenues and improperly reversing certain
liabilities. The investigation has been ongoing and the company has not been
able to release earnings beyond fiscal year 2003. As a result, the company was
delisted from the New York Stock Exchange for failing to submit timely financial
statements.

          Additionally, in certain jurisdictions, if tenant leases are
subordinated to the liens created by the mortgage but do not contain attornment
provisions (provisions requiring the tenant to recognize as landlord under the
lease a successor owner following foreclosure), the leases may terminate upon
the transfer of the property to a foreclosing lender or purchaser at
foreclosure. Accordingly, if a mortgaged real property is located in such a
jurisdiction and is leased to one or more desirable tenants under leases that
are subordinate to the mortgage and do not contain attornment provisions, such
mortgaged real property could experience a further decline in value if such
tenants' leases were terminated.

          Certain of the mortgaged real properties may have tenants that are
related to or affiliated with a borrower. In such cases a default by the
borrower may coincide with a default by the affiliated tenants. Additionally,
even if the property becomes a foreclosure property, it is possible that an
affiliate of the borrower may remain as a tenant.

          If a mortgaged real property has multiple tenants, re-leasing
expenditures may be more frequent than in the case of mortgaged real properties
with fewer tenants, thereby reducing the cash flow available for debt service
payments. Multi-tenant mortgaged real properties also may experience higher
continuing vacancy rates and greater volatility in rental income and expenses.

RISKS RELATED TO GEOGRAPHIC CONCENTRATION

          Mortgaged real properties located in New York, California, Indiana,
Florida, Texas, North Carolina and Colorado will represent approximately 20.3%,
17.0%, 9.2%, 8.4%, 7.8%, 4.4% and 4.0%, respectively, by allocated loan amount,
of the initial mortgage pool balance. The inclusion of a significant
concentration of mortgage loans that are secured by mortgage liens on real
properties located in a particular state makes the overall performance of the
mortgage pool materially more dependent on economic and other conditions or
events in that state. See "Risk Factors--Geographic Concentration Within a Trust
Exposes Investors to Greater Risk of Default and Loss" in the accompanying
prospectus.


                                      S-55



RISKS RELATED TO CALIFORNIA GEOGRAPHIC CONCENTRATION

          Mortgage loans in California are generally secured by deeds of trust
on the related real estate. Foreclosure of a deed of trust in California may be
accomplished by a non-judicial trustee's sale under a specific provision in the
deed of trust or by judicial foreclosure. Public notice of either the trustee's
sale or the judgment of foreclosure is given for a statutory period of time
after which the mortgaged real property may be sold by the trustee, if
foreclosed pursuant to the trustee's power of sale, or by court appointed
sheriff under a judicial foreclosure. Following a judicial foreclosure sale, the
borrower or its successor in interest may, for a period of up to one year,
redeem the property. California's "one action rule" requires the lender to
exhaust the security afforded under the deed of trust by foreclosure in an
attempt to satisfy the full debt before bringing a personal action (if otherwise
permitted) against the borrower for recovery of the debt, except in certain
cases involving environmentally impaired real property. California courts have
held that acts such as an offset of an unpledged account constitute violations
of such statutes. Violations of such statutes may result in the loss of some or
all of the security under the loan. Other statutory provisions in California
limit any deficiency judgment (if otherwise permitted) against the borrower
following a foreclosure to the amount by which the indebtedness exceeds the fair
value at the time of the public sale and in no event greater than the difference
between the foreclosure sale price and the amount of the indebtedness. Further,
under California law, once a property has been sold pursuant to a power-of-sale
clause contained in a deed of trust, the lender is precluded from seeking a
deficiency judgment from the borrower or, under certain circumstances,
guarantors. California statutory provisions regarding assignments of rents and
leases require that a lender whose loan is secured by such an assignment must
exercise a remedy with respect to rents as authorized by statute in order to
establish its right to receive the rents after an event of default. Among the
remedies authorized by statute is the lender's right to have a receiver
appointed under certain circumstances.

THE MORTGAGE POOL WILL INCLUDE MATERIAL CONCENTRATIONS OF BALLOON LOANS AND
LOANS WITH ANTICIPATED REPAYMENT DATES

          Sixty-four (64) mortgage loans, representing approximately 35.2% of
the initial mortgage pool balance, are balloon loans. In addition, two (2)
mortgage loans, representing approximately 1.3% of the initial mortgage pool
balance, provide material incentives for the related borrower to repay the
mortgage loan by an anticipated repayment date prior to maturity. The ability of
a borrower to make the required balloon payment on a balloon loan at maturity,
and the ability of a borrower to repay a mortgage loan on or before any related
anticipated repayment date, in each case depends upon its ability either to
refinance the mortgage loan or to sell the mortgaged real property. The ability
of a borrower to effect a refinancing or sale will be affected by a number of
factors, including--

          o    the value of the related mortgaged real property;

          o    the level of available mortgage interest rates at the time of
               sale or refinancing;

          o    the borrower's equity in the mortgaged real property;

          o    the financial condition and operating history of the borrower and
               the mortgaged real property, tax laws;

          o    prevailing general and regional economic conditions;

          o    the fair market value of the related mortgaged real property;

          o    reductions in applicable government assistance/rent subsidy
               programs; and

          o    the availability of credit for loans secured by multifamily or
               commercial properties, as the case may be.


                                      S-56



          Although a mortgage loan may provide the related borrower with
incentives to repay the mortgage loan by an anticipated repayment date prior to
maturity, the failure of that borrower to do so will not be a default under that
mortgage loan. See "Description of the Mortgage Pool--Terms and Conditions of
the Mortgage Loans" in this prospectus supplement and "Risk Factors--The
Investment Performance of Your Offered Certificates Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable" in the accompanying prospectus.

THE MORTGAGE POOL WILL INCLUDE SOME DISPROPORTIONATELY LARGE MORTGAGE LOANS AND
GROUPS OF CROSS-COLLATERALIZED MORTGAGE LOANS

          The inclusion in the mortgage pool of one or more loans that have
outstanding principal balances that are substantially larger than the other
mortgage loans can result in losses that are more severe, relative to the size
of the mortgage pool, than would be the case if the total balance of the
mortgage pool were distributed more evenly. In this regard:

          o    The largest mortgage loan to be included in the trust, secured by
               the mortgaged real property identified on Annex A-1 to this
               prospectus supplement as Glenbrook Square Mall, represents
               approximately 9.1% of the initial mortgage pool balance.

          o    The five (5) largest mortgage loans and groups of
               cross-collateralized mortgage loans to be included in the trust
               represent approximately 32.3% of the initial mortgage pool
               balance.

          o    The 10 largest mortgage loans and groups of cross-collateralized
               mortgage loans to be included in the trust represent
               approximately 44.6% of the initial mortgage pool balance.

          See "Description of the Mortgage Pool--General",
"--Cross-Collateralized and Cross-Defaulted Mortgage Loans, Multi-Property
Mortgage Loans and Mortgage Loans with Affiliated Borrowers" and "--Significant
Mortgage Loans" in this prospectus supplement and "Risk Factors--Loan
Concentration Within a Trust Exposes Investors to Greater Risk of Default and
Loss" in the accompanying prospectus.

THE INTERESTS OF THE HOLDERS OF THE PARI PASSU AND SUBORDINATE COMPANION LOANS
OF THE WESTCHESTER MORTGAGE LOAN MAY CONFLICT WITH YOUR INTERESTS

          The mortgage loan (loan number 4) secured by the mortgaged real
property identified on Annex A-1 to this prospectus supplement as The
Westchester, which we refer to in this prospectus supplement as the Westchester
trust mortgage loan, has a cut-off date principal balance of $100,000,000,
representing approximately 4.9% of the initial mortgage pool balance. The
Westchester trust mortgage loan is one of a group of loans made to the same
borrower that are secured by a single mortgage instrument on the same mortgaged
real property, which we refer to in this prospectus supplement as the
Westchester loan combination. The other loans in the Westchester loan
combination will not be included in the trust. The payment priorities between
these loans are such that--

          o    the Westchester trust mortgage loan will be pari passu in right
               of payment with one of the Westchester non-trust loans, which we
               refer to in the prospectus supplement as the Westchester pari
               passu non-trust loan, which has an unpaid principal balance of
               $200,000,000 as of the cut-off date, and

          o    the Westchester trust mortgage loan and the Westchester pari
               passu non-trust loan will generally be senior in right of payment
               to the remaining Westchester non-trust loans, which we refer to
               in this prospectus supplement as the Westchester subordinate
               non-trust loans and which are grouped into three tiers of
               relative seniority--a "B note" tier, a "C note" tier and a "D
               note" tier--, having aggregate unpaid principal balances of
               $60,000,000, $50,000,000 and $90,000,000, respectively,


                                      S-57



               as of the cut-off date. During the continuance of certain
               specified uncured events of default with respect to the
               Westchester trust mortgage loan and the Westchester pari passu
               non-trust loan, no payments of principal or interest will be paid
               with respect to the Westchester subordinate non-trust loans until
               all interest (other than default interest) on and principal of
               the Westchester trust mortgage loan and the Westchester pari
               passu non-trust loan have been paid in full.

          The Westchester non-trust loans will generally be serviced under the
pooling and servicing agreement for the Merrill Lynch Mortgage Trust 2005-MCP1,
Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1, commercial
mortgage securitization, which we refer to in this prospectus supplement as MLMT
Series 2005-MCP1, by the MLMT Series 2005-MCP1 master servicer and MLMT Series
2005-MCP1 special servicer. As described under "Description of the Mortgage
Pool--Westchester Loan Combination" in this prospectus supplement, the holders
of the loans making up the Westchester loan combination have entered into an
intercreditor agreement, which includes provisions to the following effect--

          o    the holder of the Westchester trust mortgage loan has the right
               to consult with the MLMT Series 2005-MCP1 master servicer and/or
               the MLMT Series 2005-MCP1 special servicer with respect to
               various servicing matters affecting the Westchester loan
               combination;

          o    for so long as an amount generally equal to the unpaid principal
               balance of any of the Westchester subordinate non-trust loans
               (or, if more than one, the aggregate unpaid principal balance of
               any tier of Westchester subordinate non-trust loans), net of any
               appraisal reduction amounts allocable to those loans, is equal to
               or greater than 25% of its original principal balance (or, if
               applicable, the aggregate original principal balance of that tier
               of Westchester subordinate non-trust loans), the holder of the
               most junior Westchester subordinate non-trust loan (or the
               designated representative of the tier) meeting that 25% threshold
               will have the ability, directly or through a designee, to advise
               and direct the MLMT Series 2005-MCP1 special servicer with
               respect to various servicing matters affecting the Westchester
               loan combination;

          o    if and for so long as certain specified uncured events of default
               have occurred and are continuing with respect to the Westchester
               pari passu non-trust loan, the holder(s) of the Westchester trust
               mortgage loan and the holders of the Westchester subordinate
               non-trust loans have the right to purchase the Westchester pari
               passu non-trust loan from the trust at the purchase price set
               forth in the related intercreditor agreement; and

          o    the holders of the Westchester subordinate non-trust loans have
               cure rights with respect to the Westchester trust mortgage loan.

          In connection with exercising any of the foregoing rights, the holders
of the Westchester pari passu non-trust loan and the Westchester subordinate
non-trust loans (or, if applicable, any designee or assignee thereof with
respect to the particular right) may have interests that conflict with your
interests.

          See "Description of the Mortgage Pool--Westchester Loan Combination"
and "Servicing of the Mortgage Loans--The Controlling Class Representative and
the Westchester Controlling Subordinate Noteholder" in this prospectus
supplement.

THE MORTGAGE POOL WILL INCLUDE LEASEHOLD MORTGAGE LOANS AND LENDING ON A
LEASEHOLD INTEREST IN REAL PROPERTY IS RISKIER THAN LENDING ON THE FEE INTEREST
IN THAT PROPERTY

          In the case of seven (7) mortgaged real properties, representing
security for approximately 6.3% of the initial mortgage pool balance, the
related mortgage constitutes a lien on the related borrower's leasehold
interest, but not on the corresponding fee interest, in all or a material
portion of the related mortgaged real property, which leasehold interest is
subject to a ground lease. Because of possible termination of the related ground
lease,


                                      S-58



lending on a leasehold interest in a real property is riskier than lending on an
actual fee interest in that property notwithstanding the fact that a lender,
such as the trustee on behalf of the trust, generally will have the right to
cure defaults under the related ground lease. In addition, the terms of certain
ground leases may require that insurance proceeds or condemnation awards be
applied to restore the property or be paid, in whole or in part, to the ground
lessor rather than be applied against the outstanding principal balance of the
related mortgage loan. Finally, there can be no assurance that any of the ground
leases securing a mortgage loan contain all of the provisions, including a
lender's right to obtain a new lease if the current ground lease is rejected in
bankruptcy that a lender may consider necessary or desirable to protect its
interest as a lender with respect to a leasehold mortgage loan. See "Description
of the Mortgage Pool--Additional Loan and Property Information--Ground Leases"
in this prospectus supplement. See also "Risk Factors--Ground Leases Create
Risks for Lenders that Are Not Present When Lending on an Actual Ownership
Interest in a Real Property" and "Legal Aspects of Mortgage
Loans--Foreclosure--Leasehold Considerations" in the accompanying prospectus.

SOME OF THE MORTGAGED REAL PROPERTIES ARE LEGAL NONCONFORMING USES OR LEGAL
NONCONFORMING STRUCTURES

          Some of the mortgaged real properties are secured by a mortgage lien
on a real property that is a legal nonconforming use or a legal nonconforming
structure. This may impair the ability of the borrower to restore the
improvements on a mortgaged real property to its current form or use following a
major casualty.

          In addition, certain of the mortgaged real properties that do not
conform to current zoning laws may not be legal non-conforming uses or legal
non-conforming structures. The failure of a mortgaged real property to comply
with zoning laws or to be a legal non-conforming use or legal non-conforming
structure may adversely affect market value of the mortgaged real property or
the borrower's ability to continue to use it in the manner it is currently being
used or may necessitate material additional expenditures to remedy
non-conformities.

          In addition, certain of the mortgaged real properties may be subject
to certain use restrictions imposed pursuant to reciprocal easement agreements,
operating agreements or historical landmark designations. Use restrictions could
include, for example, limitations on the character of the improvements or the
properties, limitations affecting noise and parking requirements, among other
things, and limitations on the borrowers' rights to operate certain types of
facilities within a prescribed radius. These limitations could adversely affect
the ability of the related borrower to lease the mortgaged real property on
favorable terms, thereby adversely affecting the borrower's ability to fulfill
its obligations under the related mortgage loan. See "Description of the
Mortgage Pool--Additional Loan and Property Information--Zoning and Building
Code Compliance" in this prospectus supplement and "Risk Factors--Changes in
Zoning May Adversely Affect the Use or Value of a Real Property" in the
accompanying prospectus.

A BORROWER'S OTHER LOANS MAY REDUCE THE CASH FLOW AVAILABLE TO THE MORTGAGED
REAL PROPERTY WHICH MAY ADVERSELY AFFECT PAYMENT ON YOUR CERTIFICATES; MEZZANINE
FINANCING REDUCES A PRINCIPAL'S EQUITY IN, AND THEREFORE ITS INCENTIVE TO
SUPPORT, A MORTGAGED REAL PROPERTY

          One (1) mortgage loan (loan number 4), which we refer to in this
prospectus supplement as the Westchester trust mortgage loan and which
represents approximately 4.9% of the initial mortgage pool balance, is part of a
multiple loan structure we refer to as a loan combination that also includes
other loans that will not be included in the trust but are secured in each case
by the same mortgage instrument on the same mortgaged real property that secures
the Westchester trust mortgage loan. One (1) of those other non-trust loans will
be pari passu in right of payment and in other respects with the Westchester
trust mortgage loan while the other non-trust loans will be generally
subordinate in right of payment and in other respects to the Westchester trust
mortgage loan. See "Description of the Mortgage Pool--Westchester Loan
Combination" and "Description of the Mortgage Pool--Additional Loan and Property
Information--Additional and Other Financing".


                                      S-59



          In the case of one (1) other mortgage loan (loan number 12),
representing 1.6% of the initial mortgage pool balance, the related borrower has
incurred additional debt that is secured by the related mortgaged real property
as described under "Description of the Mortgage Pool--Additional Loan and
Property Information--Additional and Other Financing".

          Except as indicated above, the mortgage loans do not permit the
related borrowers to enter into additional subordinate or other financing that
is secured by their mortgaged real properties without the lender's consent.

          In the case of 27 of the mortgage loans (loan numbers 1, 6, 7, 8, 9,
10, 14, 15, 18, 19, 20, 22, 25, 44, 45, 53, 55, 60, 68, 69, 75, 94, 106, 113,
117, 129, and 134), representing approximately 46.1% of the initial mortgage
pool balance, as described under "Description of the Mortgage Pool--Additional
Loan and Property Information--Additional and Other Financing", direct and
indirect equity owners of the related borrower have pledged, or are permitted in
the future to pledge, their respective equity interests to secure financing
generally referred to as mezzanine debt. Holders of mezzanine debt may have the
right to purchase the related borrower's mortgage loan from the trust if certain
defaults on the mortgage loan occur and, in some cases, may have the right to
cure certain defaults occurring on the related mortgage loan.

          Under certain of the mortgage loans, the borrower has incurred or is
permitted to incur additional financing that is not secured by the mortgaged
real property. In addition, borrowers that have not agreed to certain special
purpose covenants in the related loan documents are not generally prohibited
from incurring additional debt. Such additional debt may be secured by other
property owned by those borrowers. Also, certain of these borrowers may have
already incurred additional debt. In addition, the owners of such borrowers
generally are not prohibited from incurring mezzanine debt secured by pledges of
their equity interests in those borrowers.

          The mortgage loans generally do not prohibit the related borrower from
incurring other obligations in the ordinary course of business relating to the
mortgaged real property, including but not limited to trade payables, or from
incurring indebtedness secured by equipment or other personal property located
at or used in connection with the operation of the mortgaged real property.

          See "Description of the Mortgage Pool--Additional Loan and Property
Information--Additional and Other Financing" for additional information
regarding the subordinate and additional financing permitted to remain in place
or to be incurred under the terms of the mortgage loans.

          We make no representation with respect to the mortgage loans as to
whether any other subordinate financing currently encumbers any mortgaged real
property, whether any borrower has incurred material unsecured debt or whether a
third party holds debt secured by a pledge of an equity interest in a related
borrower.

          Debt that is incurred by an equity owner of a borrower and is the
subject of a guaranty of such borrower or is secured by a pledge of the equity
ownership interests in such borrower effectively reduces the equity owners'
economic stake in the related mortgaged real property. While the mezzanine
lender has no security interest in or rights to the related mortgaged real
property, a default under the mezzanine loan could cause a change in control of
the related borrower. The existence of such debt may reduce cash flow on the
related borrower's mortgaged real property after the payment of debt service and
may increase the likelihood that the owner of a borrower will permit the value
or income producing potential of a mortgaged real property to suffer by not
making capital infusions to support the mortgaged real property.

          When a mortgage loan borrower, or its constituent members, also has
one or more other outstanding loans, even if the loans are subordinated or are
mezzanine loans not directly secured by the mortgaged real property, the trust
is subjected to additional risks. For example, the borrower may have difficulty
servicing and


                                      S-60



repaying multiple loans. Also, the existence of another loan generally will make
it more difficult for the borrower to obtain refinancing of the mortgage loan or
sell the related mortgaged real property and may thus jeopardize the borrower's
ability to make any balloon payment due under the mortgage loan at maturity or
to repay the mortgage loan on its anticipated repayment date. Moreover, the need
to service additional debt may reduce the cash flow available to the borrower to
operate and maintain the mortgaged real property.

          Additionally, if the borrower, or its constituent members, are
obligated to another lender, actions taken by other lenders or the borrower
could impair the security available to the trust fund. If a junior lender files
an involuntary bankruptcy petition against the borrower, or the borrower files a
voluntary bankruptcy petition to stay enforcement by a junior lender, the
trust's ability to foreclose on the mortgaged real property will be
automatically stayed, and principal and interest payments might not be made
during the course of the bankruptcy case. The bankruptcy of a junior lender also
may operate to stay foreclosure by the trust.

          Further, if another loan secured by the mortgaged real property is in
default, the other lender may foreclose on the mortgaged real property, absent
an agreement to the contrary, thereby causing a delay in payments and/or an
involuntary repayment of the mortgage loan prior to maturity. The trust may also
be subject to the costs and administrative burdens of involvement in foreclosure
proceedings or related litigation.

          If the mortgaged real property depreciates for whatever reason, the
related borrower's equity is more likely to be wiped out, thereby eliminating
the related borrower's incentive to continue making payments on its mortgage
loan.

          In addition, in the case of those mortgage loans which require or
allow letters of credit to be posted by the related borrower as additional
security for the mortgage loan, in lieu of reserves or otherwise, the related
borrower may be obligated to pay fees and expenses associated with the letter of
credit and/or to reimburse the letter of credit issuer or others in the event of
a draw upon the letter of credit by the lender.

          See "Description of the Mortgage Pool--Additional Loan and Property
Information--Additional and Other Financing" in this prospectus supplement for a
discussion of additional debt with respect to the mortgaged real properties and
the borrowers. See also "Risk Factors--Subordinate Debt Increases the Likelihood
That a Borrower Will Default on a Mortgage Loan Underlying Your Offered
Certificates" in the accompanying prospectus.

COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS MAY RESULT IN LOSSES

          A borrower may be required to incur costs to comply with various
existing and future federal, state or local laws and regulations applicable to
the related mortgaged real property securing a mortgage loan. Examples of these
laws and regulations include zoning laws and the Americans with Disabilities Act
of 1990, which requires all public accommodations to meet certain federal
requirements related to access and use by disabled persons. For example, not all
of the mortgaged real properties securing the mortgage loans comply with the
Americans with Disabilities Act of 1990. See "Risk Factors--Compliance with the
Americans with Disabilities Act of 1990 May Be Expensive" and "Legal Aspects of
Mortgage Loans--Americans with Disabilities Act" in the accompanying prospectus.
The expenditure of such costs or the imposition of injunctive relief, penalties
or fines in connection with the borrower's noncompliance could negatively impact
the borrower's cash flow and, consequently, its ability to pay its mortgage
loan.


                                      S-61



MULTIPLE MORTGAGED REAL PROPERTIES ARE OWNED BY THE SAME BORROWER OR AFFILIATED
BORROWERS OR ARE OCCUPIED, IN WHOLE OR IN PART, BY THE SAME TENANT OR AFFILIATED
TENANTS

          Fifteen (15) separate groups of mortgage loans, representing
approximately 30.9% of the initial mortgage pool balance are loans made to
borrowers that, in the case of each of those groups, are the same or under
common control. Mortgaged real properties owned by affiliated borrowers are
likely to:

          o    have common management, increasing the risk that financial or
               other difficulties experienced by the property manager could have
               a greater impact on the pool of mortgage loans; and

          o    have common general partners or managing members, which could
               increase the risk that a financial failure or bankruptcy filing
               would have a greater impact on the pool of mortgage loans.


          See "Description of the Mortgage Pool--Cross-Collateralized and
Cross-Defaulted Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans
with Affiliated Borrowers" in this prospectus supplement.

          In addition, there may be tenants which lease space at more than one
mortgaged real property securing mortgage loans. For example, the tenant with
respect to four (4) mortgaged real properties, securing four (4) mortgage loans,
representing approximately 3.5% of the initial mortgage pool balance, is
Michael's. There may also be tenants that are related to or affiliated with a
borrower. See Annex A-1 to this prospectus supplement for a list of the three
most significant tenants at each of the mortgaged real properties used for
retail, office and industrial purposes.

          The bankruptcy or insolvency of, or other financial problems with
respect to, any borrower or tenant that is, directly or through affiliation,
associated with two or more of the mortgaged real properties could have an
adverse effect on all of those properties and on the ability of those properties
to produce sufficient cash flow to make required payments on the related
mortgage loans. See "Risk Factors--Repayment of a Commercial or Multifamily
Mortgage Loan Depends Upon the Performance and Value of the Underlying Real
Property, Which May Decline Over Time and the Related Borrower's Ability to
Refinance the Property, of Which There is No Assurance", "--Borrower
Concentration Within a Trust Exposes Investors to Greater Risk of Default and
Loss" and "--Borrower Bankruptcy Proceedings Can Delay and Impair Recovery on a
Mortgage Loan Underlying Your Offered Certificates" in the accompanying
prospectus.

THE MORTGAGE LOANS HAVE NOT BEEN REUNDERWRITTEN BY US

          We have not reunderwritten the mortgage loans. Instead, we have relied
on the representations and warranties made by the mortgage loan sellers, and the
mortgage loan sellers' respective obligations to repurchase, cure or substitute
a mortgage loan in the event that a representation or warranty was not true when
made and such breach materially and adversely affects the value of the mortgage
loan or the interests of the certificateholders. These representations and
warranties do not cover all of the matters that we would review in underwriting
a mortgage loan and you should not view them as a substitute for reunderwriting
the mortgage loans. If we had reunderwritten the mortgage loans, it is possible
that the reunderwriting process may have revealed problems with a mortgage loan
not covered by representations or warranties given by the mortgage loan sellers.
In addition, we cannot assure you that the mortgage loan sellers will be able to
repurchase or substitute a mortgage loan if a representation or warranty has
been breached. See "Description of the Mortgage Pool--Representations and
Warranties" and "--Repurchases and Substitutions" in this prospectus supplement.

SOME MORTGAGED REAL PROPERTIES MAY NOT BE READILY CONVERTIBLE TO ALTERNATIVE
USES

          Some of the mortgaged real properties securing the mortgage loans may
not be readily convertible to alternative uses if those properties were to
become unprofitable for any reason. For example, any vacant theater


                                      S-62



space would not easily be converted to other uses due to the unique construction
requirements of theaters. Three (3) of the mortgaged real properties, which
represent security for approximately 5.8% of the initial mortgage pool balance
(comprised of three (3) mortgage loans (loan numbers 5, 12 and 57)), are each
secured by a mortgaged real property that includes or, in one case (loan number
57) consists entirely of, a multiplex movie theater, that generates a material
portion or, in the one case referred to above, all of the revenue of the subject
mortgaged real property. Converting commercial properties to alternate uses
generally requires substantial capital expenditures. The liquidation value of
any such mortgaged real property consequently may be substantially less than
would be the case if the property were readily adaptable to other uses. See
"--Self Storage Facilities are Subject to Unique Risks Which May Reduce Payments
on Your Certificates", "--Industrial Facilities are Subject to Unique Risks
Which May Reduce Payments on Your Certificates" and "--Manufactured Housing
Community Properties are Subject to Unique Risks Which May Reduce Payments on
Your Certificates" in this prospectus supplement.

LENDING ON INCOME-PRODUCING REAL PROPERTIES ENTAILS ENVIRONMENTAL RISKS

          The trust could become liable for a material adverse environmental
condition at one of the mortgaged real properties securing the mortgage loans.
Any potential environmental liability could reduce or delay payments on the
offered certificates.

          If an adverse environmental condition exists with respect to a
mortgaged real property securing a mortgage loan, the trust will be subject to
certain risks including the following:

          o    a reduction in the value of such mortgaged real property which
               may make it impractical or imprudent to foreclose against such
               mortgaged real property;

          o    the potential that the related borrower may default on the
               related mortgage loan due to such borrower's inability to pay
               high remediation costs or difficulty in bringing its operations
               into compliance with environmental laws;

          o    liability for clean-up costs or other remedial actions, which
               could exceed the value of such mortgaged real property or the
               unpaid balance of the related mortgage loan; and

          o    the inability to sell the related mortgage loan in the secondary
               market or to lease such mortgaged real property to potential
               tenants.

          A third-party consultant conducted an environmental site assessment,
or updated a previously conducted assessment (which update may have been
pursuant to a database update), with respect to all of the mortgaged real
properties for the mortgage loans, during the 12-month period ending on the
cut-off date. Each of those environmental site assessments or updates, as the
case may be, complied with industry-wide standards. In the case of five (5)
mortgaged real properties, securing four (4) separate mortgage loans (loan
numbers 10, 24, 42 and 52) and representing security for approximately 3.4% of
the initial mortgage pool balance, a third-party consultant also conducted a
Phase II environmental site assessment of each such mortgaged real property. If
any assessment or update revealed a material adverse environmental condition or
circumstance at any mortgaged real property and the consultant recommended
action, then, depending on the nature of the condition or circumstance, then one
of the actions identified under "Description of the Mortgage Pool--Assessments
of Property Condition--Environmental Assessments" in this prospectus supplement,
was taken.

          In some cases, the identified condition related to the presence of
asbestos-containing materials, lead-based paint and/or radon. Where these
substances were present, the environmental consultant generally recommended, and
the related loan documents required, the establishment of an operation and
maintenance plan to address the issue or, in some cases involving
asbestos-containing materials, an abatement or removal program.


                                      S-63



          We cannot assure you that the environmental assessments identified all
environmental conditions and risks, that the related borrowers will implement
all recommended operations and maintenance plans, that such plans will
adequately remediate the environmental condition, or that any environmental
indemnity, insurance or escrow will fully cover all potential environmental
issues. In addition, the environmental condition of the mortgaged real
properties could be adversely affected by tenants or by the condition of land or
operations in the vicinity of the properties, such as underground storage tanks.

          We are aware that with respect to six (6) mortgaged real properties
(loan numbers 69, 122, 125, 132, 133, and 135) securing 0.8% of the initial
mortgage pool balance, the related borrower obtained a secured creditor impaired
property environmental insurance policy. See "Description of the Mortgage
Pool--Assessments of Property Condition--Environmental Insurance" in this
prospectus supplement.

          We cannot assure you, however, that should environmental insurance be
needed, coverage would be available or uncontested, that the terms and
conditions of such coverage would be met, that coverage would be sufficient for
the claims at issue or that coverage would not be subject to certain
deductibles.

          See "Description of the Mortgage Pool--Assessments of Property
Condition--Environmental Assessments" and "--Environmental Insurance" in this
prospectus supplement. Also see "Risk Factors--Environmental Liabilities Will
Adversely Affect the Value and Operation of the Contaminated Property and May
Deter a Lender from Foreclosing" and "Legal Aspects of Mortgage
Loans--Environmental Considerations" in the accompanying prospectus.

LENDING ON INCOME-PRODUCING PROPERTIES ENTAILS RISKS RELATED TO PROPERTY
CONDITION

          Licensed engineers inspected all the mortgaged real properties that
secure the mortgage loans, in connection with the originating of such mortgage
loans to assess--

          o    the structure, exterior walls, roofing, interior construction,
               mechanical and electrical systems; and

          o    the general condition of the site, buildings and other
               improvements located at each property.

          The resulting reports may have indicated deferred maintenance items
and/or recommended capital improvements on the mortgaged real properties. We,
however, cannot assure you that all conditions requiring repair or replacement
were identified. No additional property inspections were conducted in connection
with the issuance of the offered certificates. Generally, with respect to many
of the mortgaged real properties for which recommended repairs, corrections or
replacements were deemed material, the related borrowers were required to
deposit with the lender an amount ranging from 100% to 125% of the licensed
engineer's estimated cost of the recommended repairs, corrections or
replacements to assure their completion. See "Risk Factors--Risks Related to the
Mortgage Loans--Reserves to Fund Capital Expenditures May Be Insufficient and
This May Adversely Affect Payments on Your Certificates" in this prospectus
supplement.

INSPECTIONS AND APPRAISALS PERFORMED ON MORTGAGED REAL PROPERTIES MAY NOT
ACCURATELY REFLECT VALUE OR CONDITION OF MORTGAGED REAL PROPERTIES

          Any appraisal performed with respect to a mortgaged real property
represents only the analysis and opinion of a qualified expert and is not a
guarantee of present or future value. One appraiser may reach a different
conclusion than the conclusion that would be reached if a different appraiser
were appraising that property. Moreover, appraisals seek to establish the amount
a typically motivated buyer would pay a typically motivated seller and, in
certain cases, may have taken into consideration the purchase price paid by the
borrower. That amount could be significantly higher than the amount obtained
from the sale of a mortgaged real property under a distress or liquidation sale.
We cannot assure you that the information set forth in this prospectus
supplement


                                      S-64



regarding appraised values or loan-to-value ratios accurately reflects past,
present or future market values of the mortgaged real properties. See
"Description of the Mortgage Pool--Assessments of Property
Condition--Appraisals" in this prospectus supplement for a description of the
appraisals that were performed with respect to the mortgaged real properties.
Any engineering reports or site inspections obtained with respect to a mortgaged
real property represents only the analysis of the individual engineers or site
inspectors preparing such reports at the time of such report, and may not reveal
all necessary or desirable repairs, maintenance or capital improvement items.
See "Description of the Mortgage Pool--Assessments of Property
Condition--Property Inspections" and "--Engineering Assessments" in this
prospectus supplement for a description of the engineering assessments and site
inspections that were performed with respect to the mortgaged real properties.

FUTURE CASH FLOW AND PROPERTY VALUES ARE NOT PREDICTABLE

          A number of factors, many beyond the control of the property owner,
may affect the ability of an income-producing real estate project to generate
sufficient net operating income to pay debt service and/or to maintain its
value. Among these factors are:

          o    economic conditions generally and in the area of the project;

          o    the age, quality, functionality and design of the property;

          o    the degree to which the property competes with other properties
               in the area;

          o    changes or continued weakness in specific industry segments;

          o    increases in operating costs;

          o    the willingness and ability of the owner to provide capable
               property management and maintenance;

          o    the degree to which the property's revenue is dependent upon a
               single tenant or user, a small group of tenants, tenants
               concentrated in a particular business or industry and the
               competition to any such tenants;

          o    an increase in the capital expenditures needed to maintain the
               properties or make improvements;

          o    a decline in the financial condition of a major tenant;

          o    the location of a mortgaged real property;

          o    whether a mortgaged real property can be easily converted to
               alternative uses;

          o    an increase in vacancy rates;

          o    perceptions regarding the safety, convenience and attractiveness
               of such properties;

          o    vulnerability to litigation by tenants and patrons;

          o    environmental contamination; and

          o    a decline in rental rates as leases are renewed or entered into
               with new tenants.

          If leases are not renewed or replaced, if tenants default, if rental
rates fall and/or if operating expenses increase, the borrower's ability to
repay the mortgage loan may be impaired and the resale value of the property,
which is substantially dependent upon the property's ability to generate income,
may decline. Even if borrowers successfully renew leases or relet vacated space,
the costs associated with reletting, including tenant improvements, leasing
commissions and free rent, can exceed the amount of any reserves maintained for
that purpose and reduce cash from the mortgaged real properties. Although some
of the mortgage loans require the


                                      S-65



borrower to maintain escrows for leasing expenses, there is no guarantee that
these reserves will be sufficient. In addition, there are other factors,
including changes in zoning or tax laws, the availability of credit for
refinancing and changes in interest rate levels that may adversely affect the
value of a property (and thus the borrower's ability to sell or refinance)
without necessarily affecting the ability to generate current income.

          Other factors are more general in nature, such as:

          o    national, regional or local economic conditions (including plant
               and military installation closings, industry slowdowns and
               unemployment rates);

          o    local real estate conditions (such as an oversupply of retail
               space, office space or multifamily housing);

          o    demographic factors;

          o    consumer confidence;

          o    consumer tastes and preferences; and

          o    changes in building codes and other applicable laws.

          The volatility of net operating income will be influenced by many of
the foregoing factors, as well as by:

          o    the length of tenant leases;

          o    the creditworthiness of tenants;

          o    in the case of rental properties, the rate at which new rentals
               occur; and

          o    the property's "operating leverage" (i.e., the percentage of
               total property expenses in relation to revenue, the ratio of
               fixed operating expenses to those that vary with revenues and the
               level of capital expenditures required to maintain the property
               and to retain or replace tenants).

          A decline in the real estate market or in the financial condition of a
major tenant will tend to have a more immediate effect on the net operating
income of property with short-term revenue sources, such as short-term or
month-to-month leases, and may lead to higher rates of delinquency or defaults.

LIMITATIONS ON ENFORCEABILITY OF CROSS-COLLATERALIZATION; MULTI-PROPERTY
MORTGAGE LOANS

          The mortgage pool will include 14 mortgage loans, representing
approximately 24.9% of the initial mortgage pool balance, that are, in each
case, individually or through cross-collateralization with other mortgage loans,
secured by two or more real properties and, in the case of cross-collateralized
mortgage loans, are cross-defaulted with the mortgage loans with which they are
cross-collateralized. However, the amount of the mortgage lien encumbering any
particular one of those properties may be less than the full amount of the
related mortgage loan or group of cross-collateralized mortgage loans, as it may
have been limited to avoid or reduce mortgage recording tax. The reduced
mortgage amount may equal the appraised value or allocated loan amount for the
particular mortgaged real property. This would limit the extent to which
proceeds from the property would be available to offset declines in value of the
other mortgaged real properties securing the same mortgage loan or group of
cross-collateralized mortgage loans. These mortgage loans are identified in the
tables contained in Annex A-1. The purpose of securing any particular mortgage
loan or group of cross-collateralized mortgage loans with multiple real
properties is to reduce the risk of default or ultimate loss as a result of an
inability of any particular property to generate sufficient net operating income
to pay debt service. However, certain of these mortgage loans, as described
under "Description of the Mortgage Pool--Cross-Collateralized and
Cross-Defaulted Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans
with Affiliate Borrowers", entitle the related borrower(s) to obtain a release
of one or more of the corresponding mortgaged real properties


                                      S-66



and/or a termination of any applicable cross-collateralization, subject, in each
case, to the fulfillment of one or more specified conditions.

          Five (5) of the 14 mortgage loans referred to in the preceding
paragraph, representing approximately 5.5% of the initial mortgage pool balance,
are secured by deeds of trust or mortgages, as applicable, on multiple
properties that, through cross-collateralization arrangements, secure the
obligations of multiple borrowers. Such multi-borrower arrangements could be
challenged as fraudulent conveyances by creditors of any of the related
borrowers or by the representative of the bankruptcy estate of any related
borrower if one or more of such borrowers becomes a debtor in a bankruptcy case.
Generally, under federal and most state fraudulent conveyance statutes, a lien
granted by any such borrower could be voided if a court determines that:

          o    such borrower was insolvent at the time of granting the lien, was
               rendered insolvent by the granting of the lien, was left with
               inadequate capital or was not able to pay its debts as they
               matured; and

          o    the borrower did not, when it allowed its mortgaged real property
               to be encumbered by the liens securing the indebtedness
               represented by the other cross-collateralized loans, receive
               "fair consideration" or "reasonably equivalent value" for
               pledging such mortgaged real property for the equal benefit of
               the other related borrowers.

          We cannot assure you that a lien granted by a borrower on a
cross-collateralized loan to secure the mortgage loan of another borrower, or
any payment thereon, would not be avoided as a fraudulent conveyance. See
"Description of the Mortgage Pool--Cross-Collateralized and Cross-Defaulted
Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans with Affiliated
Borrowers" and Annex A-1 to this prospectus supplement for more information
regarding the cross-collateralized mortgage loans. No mortgage loan is
cross-collateralized with a mortgage loan not included in the trust.

          Eight (8) mortgage loans, representing approximately 20.2% of the
initial mortgage pool balance, are, in each case, secured by real properties
located in two or more states. Foreclosure actions are brought in state court
and the courts of one state cannot exercise jurisdiction over property in
another state. Upon a default under any of these mortgage loans, it may not be
possible to foreclose on the related mortgaged real properties simultaneously.

THE BORROWER'S FORM OF ENTITY MAY CAUSE SPECIAL RISKS

          The borrowers may be either individuals or legal entities. Mortgage
loans made to legal entities may entail risks of loss greater than those of
mortgage loans made to individuals. For example, a legal entity, as opposed to
an individual, may be more inclined to seek legal protection from its creditors
under the bankruptcy laws. Unlike individuals involved in bankruptcies, various
types of entities generally do not have personal assets and creditworthiness at
stake. The bankruptcy of a borrower, or a general partner or managing member of
a borrower, may impair the ability of the lender to enforce its rights and
remedies under the related mortgage.

          The borrower under one (1) of the mortgage loans (loan number 30)
secured by the mortgaged real property identified on Annex A-1 to this
prospectus supplement as Kirkwood Bend Office, representing approximately 0.9%
of the initial mortgage pool balance, is not structured to diminish the
likelihood of their becoming bankrupt and some of the other borrowers so
structured may not satisfy all the characteristics of special purpose entities.
Further, some of the borrowing entities may have been in existence and
conducting business prior to the origination of the related mortgage loan, may
own other property that is not part of the collateral for the mortgage loans
and, further, may not have always satisfied all the characteristics of special
purpose entities even if they currently do so. The related mortgage documents
and/or organizational documents of such borrowers may not contain the
representations, warranties and covenants customarily made by a borrower that is
a special purpose entity (such as limitations on indebtedness and affiliate
transactions and restrictions on the borrower's


                                      S-67



ability to dissolve, liquidate, consolidate, merge, sell all of its assets, or
amend its organizational documents). These provisions are designed to mitigate
the possibility that the borrower's financial condition would be adversely
impacted by factors unrelated to the related mortgaged real property and the
related mortgage loan.

          Borrowers not structured as bankruptcy-remote entities may be more
likely to become insolvent or the subject of a voluntary or involuntary
bankruptcy proceeding because such borrowers may be:

          o    operating entities with businesses distinct from the operation of
               the property with the associated liabilities and risks of
               operating an ongoing business; and

          o    individuals that have personal liabilities unrelated to the
               property.

          However, any borrower, even an entity structured to be
bankruptcy-remote, as owner of real estate will be subject to certain potential
liabilities and risks. We cannot assure you that any borrower will not file for
bankruptcy protection or that creditors of a borrower or a corporate or
individual general partner or managing member of a borrower will not initiate a
bankruptcy or similar proceeding against such borrower or corporate or
individual general partner or managing member.

          Furthermore, with respect to any related borrowers, creditors of a
common parent in bankruptcy may seek to consolidate the assets of such borrowers
with those of the parent. Consolidation of the assets of such borrowers would
likely have an adverse effect on the funds available to make distributions on
your certificates, and may lead to a downgrade, withdrawal or qualification of
the ratings of your certificates. See "Legal Aspects of Mortgage
Loans--Bankruptcy Laws" in the accompanying prospectus.

TENANCIES IN COMMON MAY HINDER RECOVERY

          Twenty-two (22) of the mortgage loans (loan numbers 11, 12, 16, 23,
26, 27, 35, 48, 49, 51, 57, 58, 61, 74, 76, 84, 89, 94, 97, 105, 117 and 130),
representing approximately 13.0% of the initial mortgage pool balance, have
borrowers that own the related mortgaged real properties as tenants-in-common.
In addition, some of the mortgage loans may permit the related borrower to
convert into a tenant-in-common structure in the future. Generally, in
tenant-in-common ownership structures, each tenant-in-common owns an undivided
share in the subject real property. If a tenant-in-common desires to sell its
interest in the subject real property and is unable to find a buyer or otherwise
desires to force a partition, the tenant-in-common has the ability to request
that a court order a sale of the subject real property and distribute the
proceeds to each tenant-in-common owner proportionally. To reduce the likelihood
of a partition action, except as discussed in the paragraph below, each
tenant-in-common borrower under the mortgage loan(s) referred to above has
waived its partition right. However, there can be no assurance that, if
challenged, this waiver would be enforceable or that it would be enforced in a
bankruptcy proceeding.

          The enforcement of remedies against tenant-in-common borrowers may be
prolonged because each time a tenant-in-common borrower files for bankruptcy,
the bankruptcy court stay is reinstated. While a lender may seek to mitigate
this risk after the commencement of the first bankruptcy of a tenant-in-common
by commencing an involuntary proceeding against the other tenant-in-common
borrowers and moving to consolidate all those cases, there can be no assurance
that a bankruptcy court would consolidate those separate cases. Additionally,
tenant-in-common borrowers may be permitted to transfer portions of their
interests in the subject mortgaged real property to numerous additional
tenant-in-common borrowers.

          The bankruptcy, dissolution or action for partition by one or more of
the tenants-in-common could result in an early repayment of the related mortgage
loan, a significant delay in recovery against the tenant-in-common borrowers, a
material impairment in property management and a substantial decrease in the
amount recoverable


                                      S-68



upon the related mortgage loan. Not all tenants-in-common for these mortgage
loans may be special purpose entities and some of those tenants-in-common may be
individuals.

BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS

          Under federal bankruptcy law, the filing of a petition in bankruptcy
by or against a borrower will stay the sale of the mortgaged real property owned
by that borrower, as well as the commencement or continuation of a foreclosure
action. In addition, even if a court determines that the value of the mortgaged
real property is less than the principal balance of the mortgage loan it
secures, the court may prevent a lender from foreclosing on the mortgaged real
property (subject to certain protections available to the lender). As part of a
restructuring plan, a court also may reduce the amount of secured indebtedness
to the then-current value of the mortgaged real property, which would make the
lender a general unsecured creditor for the difference between the then-current
value and the amount of its outstanding mortgage indebtedness. A bankruptcy
court also may: (1) grant a debtor a reasonable time to cure a payment default
on a mortgage loan; (2) reduce periodic payments due under a mortgage loan; (3)
change the rate of interest due on a mortgage loan; or (4) otherwise alter the
mortgage loan's repayment schedule.

          Moreover, the filing of a petition in bankruptcy by, or on behalf of,
a junior lienholder may stay the senior lienholder from taking action to
foreclose on the junior lien. Additionally, the borrower's trustee or the
borrower, as debtor-in-possession, has certain special powers to avoid,
subordinate or disallow debts. In certain circumstances, the claims of the
special servicer on behalf of the trust may be subordinated to financing
obtained by a debtor-in-possession subsequent to its bankruptcy. Under federal
bankruptcy law, the lender will be stayed from enforcing a borrower's assignment
of rents and leases. Federal bankruptcy law also may interfere with the master
servicer's or special servicer's ability to enforce lockbox requirements. The
legal proceedings necessary to resolve these issues can be time consuming and
costly and may significantly delay or diminish the receipt of rents. Rents also
may escape an assignment to the extent they are used by the borrower to maintain
the mortgaged real property or for other court authorized expenses.

          Additionally, pursuant to subordination agreements for certain of the
mortgage loans, the subordinate lenders may have agreed that they will not take
any direct actions with respect to the related subordinated debt, including any
actions relating to the bankruptcy of the borrower, and that the holder of the
mortgage loan will have all rights to direct all such actions. There can be no
assurance that in the event of the borrower's bankruptcy, a court will enforce
such restrictions against a subordinated lender. In its decision in In re 203
North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. March 10,
2000), the United States Bankruptcy Court for the Northern District of Illinois
refused to enforce a provision of a subordination agreement that allowed a first
mortgagee to vote a second mortgagee's claim with respect to a Chapter 11
reorganization plan on the grounds that pre-bankruptcy contracts cannot override
rights expressly provided by the Bankruptcy Code. This holding, which one court
has already followed, potentially limits the ability of a senior lender to
accept or reject a reorganization plan or to control the enforcement of remedies
against a common borrower over a subordinated lender's objections.

          As a result of the foregoing, the special servicer's recovery on
behalf of the trust with respect to borrowers in bankruptcy proceedings may be
significantly delayed, and the aggregate amount ultimately collected may be
substantially less than the amount owed.

          Certain of the mortgage loans, for example loan numbers 10, 14, 18,
31, 36, 41, 51, 76 and 99, have a sponsor that has filed for bankruptcy
protection in the last ten years. In each case, the related entity or person has
emerged from bankruptcy. See, also, Annex C under the heading "Ten Largest
Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans-- U-Haul Self
Storage Portfolio II, III and IV--The Borrowers". However, we cannot assure you
that those sponsors will not be more likely than other sponsors to utilize their


                                      S-69



rights in bankruptcy in the event of any threatened action by the lender to
enforce its rights under the related loan documents.

LITIGATION OR OTHER LEGAL PROCEEDINGS MAY HAVE ADVERSE EFFECTS ON BORROWERS

          From time to time, there may be legal proceedings pending or
threatened against the borrowers and their affiliates relating to the business
of, or arising out of the ordinary course of business of, the borrowers and
their affiliates, and certain of the borrowers and their affiliates are subject
to legal proceedings relating to the business of, or arising out of the ordinary
course of business of, the borrowers or their affiliates. It is possible that
such litigation may have a material adverse effect on any borrower's ability to
meet its obligations under the related mortgage loan and, therefore, on
distributions on your certificates.

          With respect to the two (2) mortgage loans (loan numbers 51 and 76)
secured by the mortgaged real properties identified on Annex A-1 to this
prospectus supplement as Inverness Business Park - Englewood and Lockheed Martin
Office/Tech Center, respectively, representing approximately 0.8% of the initial
mortgage pool balance, Triple Net Properties, LLC (Triple Net) is the sponsor of
those mortgage loans and an affiliate of G REIT, Inc. Triple Net Properties
Realty, Inc., an affiliate of Triple Net, is the property manager at the
mortgaged real properties securing these mortgage loans. Triple Net has advised
the related mortgage loan seller that the Securities and Exchange Commission has
opened an investigation regarding certain of its activities. In its filings with
the SEC, G REIT, Inc. indicated that the SEC has requested information relating
to disclosure in securities offerings (including offerings by G REIT, Inc. and
by two other entities, T REIT, Inc. and AREIT, Inc.) and exemptions from the
registration requirements of the Securities Act of 1933, for private offerings
in which Triple Net and its affiliated entities were involved. In addition, the
SEC has requested financial information regarding these REITs as well as other
companies advised by Triple Net.

          In a recent filing with the SEC, G REIT, Inc. indicated that the
information disclosed in connection with these securities offerings relating to
the prior performance of all public and non-public investment programs sponsored
by Triple Net contained certain errors. G REIT, Inc. reported that these errors
included the following: (i) the prior performance tables included in the
offering documents were stated to be presented on a GAAP basis but generally
were not, (ii) a number of the prior performance data figures were themselves
erroneous, even as presented on a tax or cash basis, and (iii) with respect to
certain programs sponsored by Triple Net, where Triple Net invested either
alongside or in other programs sponsored by Triple Net, the nature and results
of these investments were not fully and accurately disclosed in the tables
resulting in an overstatement of Triple Net's program and aggregate portfolio
operating results. There is no assurance that G REIT, Inc. or Triple Net will be
able to adequately address these disclosure issues or that these investigations
will not have an adverse effect on the performance of G REIT, Inc. or Triple
Net. The related mortgage loan seller is not aware of any litigation currently
pending with respect to the SEC investigation. There can be no assurance that if
litigation were to commence, it would not have a material adverse effect on the
two (2) mortgage loans identified in the preceding paragraph and, therefore on
your certificates.

          From time to time, there may be condemnations pending or threatened
against one or more of the mortgaged real properties securing the mortgage
loans. The proceeds payable in connection with a total condemnation may not be
sufficient to restore the related mortgaged real property or to satisfy the
remaining indebtedness of the related mortgage loan. The occurrence of a partial
condemnation may have a material adverse effect on the continued use of, or
income generation from, the affected mortgaged real property. Therefore, we
cannot assure you that the occurrence of any condemnation will not have a
negative impact upon distributions on your certificates.


                                      S-70



POOR PROPERTY MANAGEMENT WILL LOWER THE PERFORMANCE OF THE RELATED MORTGAGED
REAL PROPERTY

          The successful operation of a real estate project depends upon the
property manager's performance and viability. The property manager is
responsible for:

          o    responding to changes in the local market;

          o    planning and implementing the rental structure;

          o    operating the property and providing building services;

          o    managing operating expenses; and

          o    assuring that maintenance and capital improvements are carried
               out in a timely fashion.

          Properties deriving revenues primarily from short-term sources, such
as short-term or month-to-month leases or daily room rentals, are generally more
management intensive than properties leased to creditworthy tenants under
long-term leases. We make no representation or warranty as to the skills of any
present or future managers. In many cases, the property manager is the borrower
or an affiliate of the borrower and may not manage properties for
non-affiliates. Additionally, we cannot assure you that the property managers
will be in a financial condition to fulfill their management responsibilities
throughout the terms of their respective management agreements.

MORTGAGE LOAN SELLERS MAY NOT BE ABLE TO MAKE A REQUIRED REPURCHASE OR
SUBSTITUTION OF A DEFECTIVE MORTGAGE LOAN

          Each mortgage loan seller is the sole warranting party in respect of
the mortgage loans sold by such mortgage loan seller to us. Neither we nor any
of our affiliates (except, in certain circumstances, for Merrill Lynch Mortgage
Lending, Inc. in its capacity as a mortgage loan seller) are obligated to
repurchase or substitute any mortgage loan in connection with either a material
breach of any mortgage loan seller's representations and warranties or any
material document defects, if such mortgage loan seller defaults on its
obligation to do so. We cannot assure you that the mortgage loan sellers will
have the financial ability to effect such repurchases or substitutions. Any
mortgage loan that is not repurchased or substituted and that is not a
"qualified mortgage" for a REMIC may cause the trust fund to fail to qualify as
one or more REMICs or cause the trust fund to incur a tax. See "Description of
the Mortgage Pool--Assignment of the Mortgage Loans", "--Representations and
Warranties" and "--Repurchases and Substitutions" in this prospectus supplement
and "Description of the Governing Documents--Representations and Warranties with
Respect to Mortgage Assets" in the accompanying prospectus.

ONE ACTION JURISDICTION MAY LIMIT THE ABILITY OF THE SPECIAL SERVICER TO
FORECLOSE ON THE MORTGAGED REAL PROPERTY

          Some states (including California) have laws that prohibit more than
one judicial action to enforce a mortgage obligation, and some courts have
construed the term judicial action broadly. Accordingly, the special servicer is
required to obtain advice of counsel prior to enforcing any of the trust's
rights under any of the mortgage loans that include mortgaged real properties
where this rule could be applicable. In the case of either a
cross-collateralized and cross-defaulted mortgage loan or a multi-property
mortgage loan which is secured by mortgaged real properties located in multiple
states, the special servicer may be required to foreclose first on properties
located in states where such "one action" rules apply (and where non-judicial
foreclosure is permitted) before foreclosing on properties located in the states
where judicial foreclosure is the only permitted method of foreclosure. As a
result, the special servicer may incur delay and expense in foreclosing on
mortgaged real properties located in states affected by one action rules. See
"--Risks Related to Geographic Concentration" and "--Risks Related to California
Geographic Concentration" in this prospectus supplement. See also "Legal


                                      S-71



Aspects of Mortgage Loans--Foreclosure--One Action and Security First Rules" in
the accompanying prospectus.

LIMITED INFORMATION CAUSES UNCERTAINTY

          Some of the mortgage loans are loans that were made to enable the
related borrower to acquire the related mortgaged real property. Accordingly,
for certain of these loans limited or no historical operating information is
available with respect to the related mortgaged real properties. As a result,
you may find it difficult to analyze the historical performance of those
properties.

TAX CONSIDERATIONS RELATED TO FORECLOSURE

          The special servicer, on behalf of the trust, may acquire one or more
mortgaged real properties pursuant to a foreclosure or deed in lieu of
foreclosure. Any net income from the operation and management of any such
property that is not qualifying "rents from real property", within the meaning
of section 856(d) of the Internal Revenue Code of 1986, as amended, and any
rental income based on the net profits of a tenant or sub-tenant or allocable to
a service that is non-customary in the area and for the type of property
involved, will subject the trust to federal (and possibly state or local) tax on
such income at the highest marginal corporate tax rate (currently 35%), thereby
reducing net proceeds available for distribution to certificateholders. The risk
of taxation being imposed on income derived from the operation of foreclosed
property is particularly present in the case of hotels. The pooling and
servicing agreement permits the special servicer to cause the trust to earn "net
income from foreclosure property" that is subject to tax if it determines that
the net after-tax benefit to certificateholders is greater than another method
of operating or net-leasing the subject mortgaged real properties. In addition,
if the trust were to acquire one or more mortgaged real properties pursuant to a
foreclosure or deed in lieu of foreclosure, the trust may in certain
jurisdictions, particularly in New York or California, be required to pay state
or local transfer or excise taxes upon liquidation of such properties. Such
state or local taxes may reduce net proceeds available for distribution to the
certificateholders. See "Federal Income Tax Consequences" in this prospectus
supplement and in the accompanying prospectus.

POTENTIAL CONFLICTS OF INTEREST WITH RESPECT TO PROPERTY MANAGERS, THE BORROWERS
AND THE MORTGAGE LOAN SELLERS

          Property managers and borrowers may experience conflicts of interest
in the management and/or ownership of the mortgaged real properties securing the
mortgage loans because:

          o    a substantial number of the mortgaged real properties are managed
               by property managers affiliated with the respective borrowers;

          o    the property managers also may manage and/or franchise additional
               properties, including properties that may compete with the
               mortgaged real properties; and

          o    affiliates of the property managers and/or the borrowers, or the
               property managers and/or the borrowers themselves, also may own
               other properties, including competing properties.

          Further, certain mortgage loans may have been refinancings of debt
previously held by a mortgage loan seller or an affiliate of one of the mortgage
loan sellers and/or the mortgage loan sellers or their affiliates may have or
have had equity investments in the borrowers or mortgaged real properties under
certain of the mortgage loans. Each of the mortgage loan sellers and its
affiliates have made and/or may make loans to, or equity investments in, or
otherwise have business relationships with, affiliates of borrowers under the
mortgage loans. For example, in the case of the mortgage loan secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Burlington Town Center, which represents approximately 1.3% of the initial


                                      S-72



mortgage pool balance, the holder of the related mezzanine debt secured by a
principal's interest in the related borrower is the related mortgage loan
seller, which relationship could represent a conflict of interest.

THE ABSENCE OF OR INADEQUACY OF INSURANCE COVERAGE ON THE PROPERTY MAY ADVERSELY
AFFECT PAYMENTS ON YOUR CERTIFICATES

          All of the mortgage loans require the related borrower to maintain, or
cause to be maintained, property insurance (which, in some cases, is provided by
allowing a tenant to self-insure). However, the mortgaged real properties that
secure the mortgage loans may suffer casualty losses due to risks that are not
covered by insurance or for which insurance coverage is not adequate or
available at commercially reasonable rates. In addition, some of those mortgaged
real properties are located in California, Florida, Texas and Louisiana and in
other coastal areas of certain states, which are areas that have historically
been at greater risk of acts of nature, including earthquakes, hurricanes and
floods. The mortgage loans generally do not require borrowers to maintain
earthquake, hurricane or flood insurance and we cannot assure you that borrowers
will attempt or be able to obtain adequate insurance against such risks.

          Moreover, if reconstruction or major repairs are required following a
casualty, changes in laws that have occurred since the time of original
construction may materially impair the borrower's ability to effect such
reconstruction or major repairs or may materially increase the cost thereof.

          After the terrorist attacks of September 11, 2001, the cost of
insurance coverage for acts of terrorism increased and the availability of such
insurance decreased. In response to this situation, on November 26, 2002,
Congress enacted the Terrorism Risk Insurance Act of 2002 (TRIA), which
established a three-year federal back-stop program under which the federal
government and the insurance industry will share in the risk of loss associated
with certain future terrorist attacks. Pursuant to the provisions of TRIA, (a)
qualifying insurers must offer terrorism insurance coverage in all property and
casualty insurance policies on terms not materially different than terms
applicable to other losses, (b) the federal government will reimburse insurers
90% of amounts paid on claims, in excess of a specified deductible, provided
that aggregate property and casualty insurance losses resulting from an act of
terrorism exceed $5,000,000, (c) the federal government's aggregate insured
losses are limited to $100 billion per program year, (d) reimbursement to
insurers will require a claim based on a loss from a terrorist act (as
specifically defined under TRIA), (e) to qualify for reimbursement, an insurer
must have previously disclosed to the policyholder the premium charged for
terrorism coverage and its share of anticipated recovery for insured losses
under the federal program, and (f) the federal program by its terms terminates
on (unless extended by Congressional action) December 31, 2005.

          In a recently issued (June 30, 2005) Report on Terrorism Insurance,
the U.S. Treasury Department concluded that the short-term effect of non-renewal
or non-extension of TRIA would be a decrease in the availability of terrorism
coverage, higher costs for policies that could be purchased, and consequently
less coverage being taken up in the market. It further concluded, however, that
over time the private sector would develop additional capacity by tapping into
the capital markets and employing risk transfer mechanisms. Prior to the
terrorist attacks in London in July, the Bush administration had stated that it
would only support extending TRIA if changes were made to the law to increase
the magnitude of the events that would trigger coverage under TRIA, increase
deductibles and co-payments, and eliminate some lines of insurance altogether.
The London terrorist attacks have reinvigorated the debate over extension of
TRIA, with many insurers and reinsurers asserting a need to extend TRIA's
back-stop provisions. In addition, proposals for replacing TRIA, including a
proposal to create a pool into which participating insurers would deposit a part
of their written premiums, are being considered. Whether or not Congress will
act prior to December 2005, and the nature and extent of any actions it may take
with respect to TRIA, remain to be seen; there can be no assurance that TRIA
will be extended, nor that alternative terrorism legislation will be enacted.


                                      S-73



          TRIA only applies to losses resulting from attacks that have been
committed by individuals on behalf of a foreign person or foreign interest, and
does not cover acts of purely domestic terrorism. Further, any such attack must
be certified as an "act of terrorism" by the federal government, which decision
is not subject to judicial review. As a result, insurers may continue to try to
exclude losses resulting from terrorist acts not covered by the act from
coverage under their policies. Moreover, TRIA still leaves insurers with high
potential exposure for terrorism-related claims due to the deductible and
copayment provisions thereof. Because nothing in TRIA prevents an insurer from
raising premium rates on policyholders to cover potential losses, or from
obtaining reinsurance coverage to offset its increased liability, the cost of
premiums for such terrorism insurance coverage is still expected to be high.

          IF THE FEDERAL INSURANCE BACK-STOP PROGRAM REFERRED TO ABOVE IS NOT
EXTENDED OR RENEWED, PREMIUMS FOR TERRORISM INSURANCE COVERAGE WILL LIKELY
INCREASE AND/OR THE TERMS OF SUCH INSURANCE MAY BE MATERIALLY AMENDED TO ENLARGE
STATED EXCLUSIONS OR TO OTHERWISE EFFECTIVELY DECREASE THE SCOPE OF COVERAGE
AVAILABLE (PERHAPS TO THE POINT WHERE IT IS EFFECTIVELY NOT AVAILABLE). IN
ADDITION, TO THE EXTENT THAT ANY POLICIES CONTAIN "SUNSET CLAUSES" (I.E.,
CLAUSES THAT VOID TERRORISM COVERAGE IF THE FEDERAL INSURANCE BACKSTOP PROGRAM
IS NOT RENEWED), THEN SUCH POLICIES MAY CEASE TO PROVIDE TERRORISM INSURANCE
COVERAGE UPON THE EXPIRATION OF THE FEDERAL INSURANCE BACKSTOP PROGRAM.

          We cannot assure you that all of the mortgaged real properties will be
insured against the risks of terrorism and similar acts. As a result of any of
the foregoing, the amount available to make distributions on your certificates
could be reduced.

          The master servicer, with respect to each of the mortgage loans (other
than the Westchester trust mortgage loan), including specially serviced mortgage
loans, and the special servicer, with respect to mortgaged real properties
acquired through foreclosure, which we refer to in this prospectus supplement as
REO property (other than any REO property with respect to the Westchester trust
mortgage loan), will be required to use reasonable efforts, consistent with the
servicing standard under the pooling and servicing agreement, to cause each
borrower to maintain for the related mortgaged real property all insurance
required by the terms of the loan documents and the related mortgage in the
amounts set forth therein which are to be obtained from an insurer meeting the
requirements of the applicable loan documents. Notwithstanding the foregoing,
the master servicer and the special servicer will not be required to maintain,
and will not be required to cause a borrower to be in default with respect to
the failure of the related borrower to obtain, all-risk casualty insurance that
does not contain any carve-out for terrorist or similar acts, if and only if the
special servicer has determined in accordance with the servicing standard under
the pooling and servicing agreement (and other consultation with the controlling
class representative) that either--

          o    such insurance is not available at commercially reasonable rates,
               and such hazards are not commonly insured against by prudent
               owners of properties similar to the mortgaged real property and
               located in or around the region in which such mortgaged real
               property is located, or

          o    such insurance is not available at any rate.

          Under the MLMT Series 2005-MCP1 pooling and servicing agreement, the
MLMT Series 2005-MCP1 master servicer and special servicer have similar but not
identical obligations to ensure the maintenance of insurance for the mortgaged
real property securing the Westchester trust mortgage loan, or any REO property
with respect to that mortgage loan.

          If the related loan documents do not expressly require insurance
against acts of terrorism, but permit the lender to require such other insurance
as is reasonable, the related borrower may challenge whether maintaining
insurance against acts of terrorism is reasonable in light of all the
circumstances, including the cost. The master


                                      S-74



servicer's efforts to require such insurance may be further impeded if the
originating lender did not require the subject borrower to maintain such
insurance, regardless of the terms of the related loan documents.

          If a borrower is required, under the circumstances described above, to
maintain insurance coverage with respect to terrorist or similar acts, the
borrower may incur higher costs for insurance premiums in obtaining that
coverage which would have an adverse effect on the net cash flow of the related
mortgaged real property.

          Most of the mortgage loans specifically require terrorism insurance,
but such insurance may be required only to the extent it can be obtained for
premiums less than or equal to a "cap" amount specified in the related loan
documents, only if it can be purchased at commercially reasonable rates and/or
only with a deductible at a certain threshold.

          Additionally, there can be no assurance that mortgaged real properties
currently covered by terrorism insurance will continue to be so covered or that
the coverage is, or will remain, adequate. See "Description of the Mortgage
Pool--Additional Loan and Property Information--Hazard, Liability and Other
Insurance" in this prospectus supplement.

          With respect to three (3) of the mortgage loans (loan numbers 37, 120
and 127), representing approximately 1.0% of the initial mortgage pool balance,
the requirement that the borrower maintain insurance against terrorist acts has
been waived.

          Any losses incurred with respect to the mortgage loans due to
uninsured risks or insufficient hazard insurance proceeds could adversely affect
distributions on your certificates.

          If such casualty losses are not covered by standard casualty insurance
policies and the loan documents do not specifically require the borrowers to
obtain this form of coverage, then in the event of a casualty, the amount
available to make distributions on your offered certificates could be reduced.

              CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT

          From time to time we use capitalized terms in this prospectus
supplement. Each of those capitalized terms will have the meaning assigned to it
in the glossary attached to this prospectus supplement.

                           FORWARD-LOOKING STATEMENTS

          This prospectus supplement and the accompanying prospectus includes
the words "expects", "intends", "anticipates", "estimates" and similar words and
expressions. These words and expressions are intended to identify
forward-looking statements. Any forward-looking statements are made subject to
risks and uncertainties which could cause actual results to differ materially
from those stated. These risks and uncertainties include, among other things,
declines in general economic and business conditions, increased competition,
changes in demographics, changes in political and social conditions, regulatory
initiatives and changes in customer preferences, many of which are beyond our
control and the control of any other person or entity related to this offering.
The forward-looking statements made in this prospectus supplement are accurate
as of the date stated on the cover of this prospectus supplement. We have no
obligation to update or revise any forward-looking statement.


                                      S-75



                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

          We intend to include the 135 mortgage loans identified on Annex A-1 to
this prospectus supplement in the trust. The mortgage pool consisting of those
loans will have an initial mortgage pool balance of $2,056,750,308. However, the
actual initial mortgage pool balance may be as much as 5.0% smaller or larger
than such amount if any of those mortgage loans are removed from the mortgage
pool or any other mortgage loans are added to the mortgage pool. See "--Changes
in Mortgage Pool Characteristics" below.

          The initial mortgage pool balance will equal the total cut-off date
principal balance of the mortgage loans included in the trust. The cut-off date
principal balance of any mortgage loan is equal to its unpaid principal balance
as of the cut-off date, after application of all monthly debt service payments
due with respect to the mortgage loan on or before that date, whether or not
those payments were received. The cut-off date principal balance of each
mortgage loan is shown on Annex A-1 to this prospectus supplement. The cut-off
date principal balances of all the mortgage loans in the trust range from
$748,000 to $187,796,151, and the average of those cut-off date principal
balances is $15,235,187.

          When we refer to mortgage loans in this prospectus supplement, we are
referring to the mortgage loans that we intend to include in the trust and do
not, unless the context otherwise indicates, include the Non-Trust Loans, which
will not be included in the trust.

          Each of the mortgage loans is an obligation of the related borrower to
repay a specified sum with interest. Each of those mortgage loans is evidenced
by a promissory note and secured by a mortgage, deed of trust or other similar
security instrument that creates a mortgage lien on the fee and/or leasehold
interest of the related borrower or another party in one or more commercial,
multifamily and manufactured housing community mortgaged real properties. That
mortgage lien will be a first priority lien, subject only to Permitted
Encumbrances.

          You should consider each of the mortgage loans to be a nonrecourse
obligation of the related borrower. You should anticipate that, in the event of
a payment default by the related borrower, recourse will be limited to the
corresponding mortgaged real property or properties for satisfaction of that
borrower's obligations. In those cases where recourse to a borrower or guarantor
is permitted under the related loan documents, we have not undertaken an
evaluation of the financial condition of any of these persons. None of the
mortgage loans will be insured or guaranteed by any governmental entity or by
any other person.

          We provide in this prospectus supplement a variety of information
regarding the mortgage loans. When reviewing this information, please note
that--

          o    all numerical information provided with respect to the mortgage
               loans is provided on an approximate basis;

          o    all cut-off date principal balances assume the timely receipt of
               the scheduled payments for each mortgage loan and that no
               prepayments occur prior to the cut-off date;

          o    all weighted average information provided with respect to the
               mortgage loans reflects a weighting of the subject mortgage loans
               based on their respective cut-off date principal balances; the
               initial mortgage pool balance will equal the total cut-off date
               principal balance of the entire mortgage pool; we show the
               cut-off date principal balance for each of the mortgage loans on
               Annex A-1 to this prospectus supplement;

          o    when information with respect to the mortgage loans is expressed
               as a percentage of the initial mortgage pool balance, the
               percentages are based upon the cut-off date principal balances of
               the subject mortgage loans;


                                      S-76



          o    when information with respect to the mortgaged real properties is
               expressed as a percentage of the initial mortgage pool balance,
               the percentages are based upon the cut-off date principal
               balances of the related mortgage loans;

          o    if any mortgage loan is secured by multiple mortgaged real
               properties, the related cut-off date principal balance has been
               allocated among the individual properties based on any of (i) an
               individual property's appraised value as a percentage of the
               total appraised value of all the related mortgaged real
               properties, including the subject individual property, securing
               that mortgage loan, (ii) an individual property's underwritten
               net operating income as a percentage of the total underwritten
               net operating income of all the related mortgaged real
               properties, including the subject individual property, securing
               that mortgage loan and (iii) an allocated loan balance specified
               in the related loan documents;

          o    unless specifically indicated otherwise (for example, with
               respect to loan-to-value and debt service coverage ratios and
               cut-off date balances per unit of mortgaged real property, in
               which cases, the Westchester Pari Passu Non-Trust Loan is taken
               into account), statistical information presented in this
               prospectus supplement with respect to the Westchester Trust
               Mortgage Loan excludes the Westchester Non-Trust Loans;

          o    statistical information regarding the mortgage loans may change
               prior to the date of initial issuance of the offered certificates
               due to changes in the composition of the mortgage pool prior to
               that date, which may result in the initial mortgage pool balance
               being as much as 5% larger or smaller than indicated;

          o    the sum of numbers presented in any column within a table may not
               equal the indicated total due to rounding; and

          o    when a mortgage loan is identified by loan number, we are
               referring to the loan number indicated for that mortgage loan on
               Annex A-1 to this prospectus supplement.

CROSS-COLLATERALIZED AND CROSS-DEFAULTED MORTGAGE LOANS, MULTI-PROPERTY MORTGAGE
LOANS AND MORTGAGE LOANS WITH AFFILIATED BORROWERS

          The mortgage pool will include 14 mortgage loans, representing
approximately 24.9% of the initial mortgage pool balance, that are, in each
case, individually or through cross-collateralization with other mortgage loans,
secured by two or more real properties and, in the case of cross-collateralized
mortgage loans, are cross-defaulted with the mortgage loans with which they are
cross-collateralized. These mortgage loans are identified in the tables
contained in Annex A-1. However, the amount of the mortgage lien encumbering any
particular one of those properties may be less than the full amount of the
related mortgage loan or group of cross-collateralized mortgage loans, as it may
have been limited to avoid or reduce mortgage recording tax. The reduced
mortgage amount may equal the appraised value or allocated loan amount for the
particular mortgaged real property. This would limit the extent to which
proceeds from the property would be available to offset declines in value of the
other mortgaged real properties securing the same mortgage loan or group of
cross-collateralized mortgage loans.

          Two (2) of the mortgage loans referred to in the prior paragraph
entitle the related borrower(s) to obtain a release of one or more of the
corresponding mortgaged real properties and/or a termination of any applicable
cross-collateralization and cross-default provisions, subject, in each case, to
the fulfillment of one or more of the following conditions--

          o    the pay down or defeasance of the mortgage loan(s) in an amount
               equal to a specified percentage, which is usually 110% to 125%
               (but could be as low as 100% in certain cases), of the portion of
               the total loan amount allocated to the property or properties to
               be released;


                                      S-77



          o    the satisfaction of certain criteria set forth in the related
               loan documents;

          o    the satisfaction of certain leasing goals or other performance
               tests;

          o    the satisfaction of debt service coverage and/or loan-to-value
               tests for the property or properties that will remain as
               collateral; and/or

          o    receipt by the lender of confirmation from each applicable rating
               agency that the action will not result in a qualification,
               downgrade or withdrawal of any of the then-current ratings of the
               offered certificates.

          For additional information relating to mortgaged real properties that
secure an individual multi-property mortgage loan or a group of
cross-collateralized mortgage loans, see Annex A-1 to this prospectus
supplement.

          The table below shows each group of mortgaged real properties that:

          o    are owned by the same or affiliated borrowers; and

          o    secure in total two or more mortgage loans that are not
               cross-collateralized and that represent in the aggregate at least
               1% of the initial mortgage pool balance.

<TABLE>

                                            NUMBER OF STATES        AGGREGATE        % OF INITIAL
                                          WHERE THE PROPERTIES     CUT-OFF DATE        MORTGAGE
GROUP            PROPERTY NAMES               ARE LOCATED(1)     PRINCIPAL BALANCE    POOL BALANCE
-----   -------------------------------   --------------------   -----------------   -------------

  A     Glenbrook Square Mall                      1                $187,796,151          9.1%
        Burlington Town Center                     1                  26,000,000          1.3%
                                                                    ------------         ----
        TOTAL                                      2                $213,796,151         10.4%
                                                                    ============         ====
  B     Residence Inn Hotel Portfolio 1            3                $ 50,200,000          2.4%
        Residence Inn Hotel Portfolio 2            4                $ 43,490,000          2.1%
                                                                    ------------         ====
        TOTAL                                      7                $ 93,690,000          4.6%
                                                                    ============         ====
  C     Shoppes at the Meadows                     1                $ 25,000,000          1.2%
        Highlands Ranch Village Center             1                  21,000,000          1.0%
        Michael's Aurora Plaza                     1                  12,160,000          0.6%
                                                                    ------------         ----
        TOTAL                                      3                $ 58,160,000          2.8%
                                                                    ============         ====
  D     Malibu Country Mart - 3835                 1                  20,000,000          1.0%
        Mailbu Country Mart - 3900                 1                   7,000,000          0.3%
                                                                    ------------         ----
        TOTAL                                      2                $ 27,000,000          1.3%
                                                                    ============         ====
  E     Dos Santos                                 1                  $8,500,000          0.4%
        Valley Ridge                               1                   7,700,000          0.4%
        Santa Fe Village                           1                   4,550,000          0.2%
        Trevino Place                              1                   1,965,000          0.1%
        Villas Del Valle                           1                     908,598          0.0%
                                                                    ------------         ----
        TOTAL                                      5                $ 23,623,598          1.1%
                                                                    ============         ====
  F     Hampton Inn Newtown                        1                $ 15,271,822          0.7%
        Hampton Inn Great Valley                   1                   8,585,226          0.4%
                                                                    ------------         ----
        TOTAL                                      2                $ 23,857,048          1.2%
                                                                    ============         ====
</TABLE>

----------
(1)  Total represents number of states where properties within the subject group
     are located.


                                      S-78



TERMS AND CONDITIONS OF THE MORTGAGE LOANS

          Due Dates. Seventy-three (73) of the mortgage loans, representing
62.0% of the initial mortgage pool balance, provide for monthly debt service
payments to be due on the first day of each month. Seventeen (17) of the
mortgage loans, representing 15.7% of the initial mortgage pool balance, provide
for monthly debt-service payments to be due on the 5th day of each month. Two
(2) of the mortgage loans, representing 1.2% of the initial mortgage pool
balance, provide for monthly debt service payments to be due on the 6th day of
each month. Three (3) of the mortgage loans, representing 1.6% of the initial
mortgage pool balance, provide for monthly debt service payments to be due on
the 7th day of each month. Forty (40) of the mortgage loans, representing 19.5%
of the initial mortgage pool balance, provide for monthly debt service payments
to be due on the 8th day of each month. No mortgage loan has a grace period that
extends payment beyond the 8th day of any calendar month.

          Mortgage Rates; Calculations of Interest. In general, each of the
mortgage loans bears interest at a mortgage interest rate that, in the absence
of default, is fixed until maturity. However, as described below under "--ARD
Loans", each of those mortgage loans that has an anticipated repayment date will
accrue interest after that date at a rate that is in excess of its mortgage
interest rate prior to that date, but the additional interest will not be
payable until the entire principal balance of the subject mortgage loan has been
paid in full.

          The mortgage interest rate for each of the mortgage loans is shown on
Annex A-1 to this prospectus supplement. The mortgage interest rates of the
mortgage loans range from 4.6470% per annum to 7.4000% per annum and, as of the
cut-off date, the weighted average of those mortgage interest rates was 5.2487%
per annum.

          Except in the case of mortgage loans with anticipated repayment dates,
none of the mortgage loans provides for negative amortization or for the
deferral of interest.

          All of the mortgage loans will accrue interest on the basis of the
actual number of days elapsed during each one-month accrual period in a year of
360 days.

          Partial Interest-Only Balloon Loans. Fifty-six (56) of the mortgage
loans, representing approximately 35.8% of the initial mortgage pool balance,
provide for the payment of interest only to be due on each due date until the
expiration of a designated interest-only period, and the amortization of
principal commencing on the due date following the expiration of such
interest-only period on the basis of an amortization schedule that is
significantly longer than the remaining term to stated maturity, with a
substantial payment of principal to be due on the maturity date.

          Interest-Only Balloon Loans. Thirteen (13) of the mortgage loans,
representing approximately 27.7% of the initial mortgage pool balance, require
the payment of interest only for the entire term of the subject mortgage loan
and the payment of all principal on the maturity date.

          Amortizing Balloon Loans. Sixty-four (64) of the mortgage loans,
representing approximately 35.2% of the initial mortgage pool balance, are
characterized by--

          o    an amortization schedule that is significantly longer than the
               actual term of the subject mortgage loan; and

          o    a substantial payment being due with respect to the subject
               mortgage loan on its stated maturity date.


                                      S-79



          These 64 mortgage loans do not include any of the subject mortgage
loans described under "--Partial Interest-Only Balloon Loans" and
"--Interest-Only Balloon Loans" above.

          ARD Loans. Two (2) of the mortgage loans, representing approximately
1.3% of the initial mortgage pool balance, are characterized by the following
features:

          o    a maturity date that is 30 years following origination;

          o    the designation of an anticipated repayment date that is 15 years
               following origination; the anticipated repayment date for each
               such mortgage loan is listed on Annex A-1 to this prospectus
               supplement;

          o    the payment of interest-only for the first 10 years of their
               respective terms following which period the borrower will be
               required to begin making amortizing payments;

          o    the ability of the related borrower to prepay the mortgage loan,
               without restriction, including without any obligation to pay a
               prepayment premium or a yield maintenance charge, at any time on
               or after a date that is generally one to six months prior to the
               related anticipated repayment date;

          o    until its anticipated repayment date, the calculation of interest
               at its initial mortgage interest rate;

          o    from and after its anticipated repayment date, the accrual of
               interest at a revised annual rate that will be in excess of its
               initial mortgage interest rate;

          o    the deferral of any additional interest accrued with respect to
               the mortgage loan from and after the related anticipated
               repayment date at the difference between its revised mortgage
               interest rate and its initial mortgage interest rate. This
               post-anticipated repayment date additional interest may, in some
               cases, compound at the new revised mortgage interest rate. Any
               post-anticipated repayment date additional interest accrued with
               respect to the mortgage loan following its anticipated repayment
               date will not be payable until the entire principal balance of
               the mortgage loan has been paid in full; and

          o    from and after its anticipated repayment date, the accelerated
               amortization of the mortgage loan out of any and all monthly cash
               flow from the corresponding mortgaged real property which remains
               after payment of the applicable monthly debt service payments,
               permitted operating expenses, capital expenditures and/or funding
               of any required reserves. These accelerated amortization payments
               and the post-anticipated repayment date additional interest are
               considered separate from the monthly debt service payments due
               with respect to the mortgage loan.

          As discussed under "Ratings" in this prospectus supplement, the
ratings on the respective classes of offered certificates do not represent any
assessment of whether any mortgage loan having an anticipated repayment date
will be paid in full by its anticipated repayment date or whether and to what
extent post-anticipated repayment date additional interest will be received.

          In the case of each of such mortgage loans, the related borrower has
agreed to enter into a cash management agreement prior to the related
anticipated repayment date if it has not already done so. The related borrower
or the manager of the corresponding mortgaged real property will be required
under the terms of that cash management agreement to deposit or cause the
deposit of all revenue from that property received after the related anticipated
repayment date into a designated account controlled by the lender under such
mortgage loan.

          Any amount received in respect of additional interest payable on the
ARD Loans will be distributed to the holders of the class Z certificates.
Generally, additional interest will not be included in the calculation of the
mortgage interest rate for a mortgage loan, and will only be paid after the
outstanding principal balance of the


                                      S-80



mortgage loan together with all interest thereon at the mortgage interest rate
has been paid. With respect to such mortgage loans, no prepayment premiums or
yield maintenance charges will be due in connection with any principal
prepayment after the anticipated repayment date.

          Recasting of Amortization Schedules. Some of the mortgage loans will,
in each case, provide for a recast of the amortization schedule and an
adjustment of the monthly debt service payments on the mortgage loan upon
application of specified amounts of condemnation proceeds or insurance proceeds
to pay the related unpaid principal balance.

          Voluntary Prepayment Provisions. In general (except as described
below), at origination, the mortgage loans provided for a prepayment lock-out
period, during which voluntary principal prepayments were prohibited, followed
by:

          o    a prepayment consideration period during which voluntary
               prepayments must be accompanied by prepayment consideration,
               followed by an open prepayment period, during which voluntary
               principal prepayments may be made without any prepayment
               consideration; or

          o    an open prepayment period, during which voluntary principal
               prepayments may be made without any prepayment consideration.

          All of the mortgage loans permit voluntary prepayment without payment
of a yield maintenance charge or prepayment premium at any time during the final
one to thirteen payment periods prior to the stated maturity date or anticipated
repayment date. Additionally, none of the mortgage loans with anticipated
repayment dates requires a yield maintenance charge after the anticipated
repayment date.

          The prepayment terms of each of the mortgage loans are more
particularly described in Annex A-1 to this prospectus supplement.

          As described below under "--Defeasance Loans", most of the mortgage
loans (126 mortgage loans, representing approximately 94.5% of the initial
mortgage pool balance) will permit the related borrower to obtain a full or
partial release of the corresponding mortgaged real property from the related
mortgage lien by delivering U.S. government securities as substitute collateral.
None of these mortgage loans will permit defeasance prior to the second
anniversary of the date of initial issuance of the offered certificates.

          Prepayment Lock-out Periods. Except as described below in the second
following sentence, 132 of the mortgage loans, representing approximately 95.0%
of the initial mortgage pool balance, the related loan documents provide for
prepayment lock-out periods as of the cut-off date and, in most cases (see
"--Defeasance Loans" below), a period during which they may be defeased but not
prepaid. The weighted average remaining prepayment lock-out period and
defeasance period of the mortgage loans as of the cut-off date is approximately
90 months. In the case of three (3) mortgage loans (loan numbers 6, 7 and 46),
representing approximately 2.4%, 2.1% and 0.5%, respectively, of the initial
mortgage pool balance, the related borrower may prepay the mortgage loan on any
payment date with the payment of yield maintenance formula.

          Notwithstanding otherwise applicable lock-out periods, partial
prepayments of some of the mortgage loans will be required under the
circumstances described under "Risk Factors--Risks Related to the Mortgage
Loans--Options and Other Purchase Rights May Affect Value or Hinder Recovery
with Respect to the Mortgaged Real Properties", "--Terms and Conditions of the
Mortgage Loans--Other Prepayment Provisions" and "--Mortgage Loans Which May
Require Principal Paydowns" below.

          Prepayment Consideration. Nine (9) of the mortgage loans, representing
approximately 5.5% of the initial mortgage pool balance, provide for the payment
of prepayment consideration in connection with a


                                      S-81



voluntary prepayment during part of the loan term, in some cases, following an
initial prepayment lock-out period. That prepayment consideration is calculated
on the basis of a yield maintenance formula that is, in some cases, subject to a
minimum amount equal to a specified percentage of the principal amount prepaid.

          Prepayment premiums and yield maintenance charges received on the
mortgage loans, whether in connection with voluntary or involuntary prepayments,
will be allocated and paid to the persons, in the amounts and in accordance with
the priorities described under "Description of the Offered
Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance
Charges" in this prospectus supplement. However, limitations may exist under
applicable state law on the enforceability of the provisions of the mortgage
loans that require payment of prepayment premiums or yield maintenance charges.
In addition, in the event of a liquidation of a defaulted mortgage loan,
prepayment consideration will be one of the last items to which the related
liquidation proceeds will be applied. Neither we nor the underwriters make, and
none of the mortgage loan sellers has made, any representation or warranty as to
the collectibility of any prepayment premium or yield maintenance charge with
respect to any of the mortgage loans or with respect to the enforceability of
any provision in a mortgage loan that requires the payment of a prepayment
premium or yield maintenance charge. See "Risk Factors--Yield Maintenance
Charges or Defeasance Provisions May Not Fully Protect Against Prepayment Risk"
in this prospectus supplement, "Risk Factors--Some Provisions in the Mortgage
Loans Underlying Your Offered Certificates May Be Challenged as Being
Unenforceable--Prepayment Premiums, Fees and Charges" and "Legal Aspects of
Mortgage Loans--Default Interest and Limitations on Prepayments" in the
accompanying prospectus.

          Other Prepayment Provisions. Generally, the mortgage loans provide
that condemnation proceeds and insurance proceeds may be applied to reduce the
mortgage loan's principal balance, to the extent such funds will not be used to
repair the improvements on the mortgaged real property or given to the related
borrower, in many or all cases without prepayment consideration. In addition,
some of the mortgage loans may also in certain cases permit, in connection with
the lender's application of insurance or condemnation proceeds to a partial
prepayment of the related mortgage loan, the related borrower to prepay the
entire remaining principal balance of the mortgage loan, in many or all cases
without prepayment consideration.

          Investors should not expect any prepayment consideration to be paid in
connection with any mandatory partial prepayment described in the prior
paragraph.

          Due-on-Sale and Due-on-Encumbrance Provisions. All of the mortgage
loans contain both a due-on-sale clause and a due-on-encumbrance clause. In
general, except for the permitted transfers discussed in the next paragraph,
these clauses either--

          o    permit the holder of the related mortgage to accelerate the
               maturity of the mortgage loan if the borrower sells or otherwise
               transfers or encumbers the corresponding mortgaged real property
               without the consent of the holder of the mortgage; or

          o    prohibit the borrower from transferring or encumbering the
               corresponding mortgaged real property without the consent of the
               holder of the mortgage.

See, however, "Risk Factors--The Investment Performance of Your Offered
Certificates Will Depend Upon Payments, Defaults and Losses on the Underlying
Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
Unpredictable--Delinquencies, Defaults and Losses on the Underlying Mortgage
Loans May Affect the Amount and Timing of Payments on Your Offered Certificates;
and the Rate and Timing of Those Delinquencies and Defaults, and the Severity of
Those Losses, are Highly Unpredictable" and "--Some Provisions in the Mortgage
Loans Underlying Your Offered Certificates May Be Challenged as Being
Unenforceable--Due-on-Sale and Debt Acceleration Clauses" and "Legal Aspects of
Mortgage Loans--Due on Sale and Due-on-Encumbrance Provisions" in the
accompanying prospectus.


                                      S-82



          Many of the mortgage loans permit one or more of the following types
of transfers:

          o    transfers of the corresponding mortgaged real property if
               specified conditions are satisfied, which conditions normally
               include one or both of the following--

               1.   confirmation by each applicable rating agency that the
                    transfer will not result in a qualification, downgrade or
                    withdrawal of any of its then-current ratings of the
                    certificates; or

               2.   the reasonable acceptability of the transferee to the
                    lender;

          o    a transfer of the corresponding mortgaged real property to a
               person that is affiliated with or otherwise related to the
               borrower or the sponsor;

          o    transfers by the borrower of the corresponding mortgaged real
               property to specified entities or types of entities or entities
               satisfying the minimum criteria relating to creditworthiness
               and/or standards specified in the related loan documents;

          o    transfers of ownership interests in the related borrower to
               specified entities or types of entities or entities satisfying
               the minimum criteria relating to creditworthiness and/or
               standards specified in the related loan documents;

          o    a transfer of non-controlling ownership interests in the related
               borrower;

          o    involuntary transfers caused by the death of any owner, general
               partner or manager of the borrower;

          o    issuance by the related borrower of new partnership or membership
               interests, so long as there is no change in control of the
               related borrower;

          o    a transfer of ownership interests to a family member for estate
               planning purposes;

          o    changes in ownership between existing partners and members of the
               related borrower;

          o    a required or permitted restructuring of a tenant-in-common group
               of borrowers into a single purpose successor borrower;

          o    transfers of shares in a publicly held corporation or in
               connection with the initial public offering of a private company;
               or

          o    other transfers similar in nature to the foregoing.

          Mortgage Loans Which May Require Principal Paydowns. Ten (10) mortgage
loans (loan numbers 23, 31, 39, 74, 77, 82, 91, 101, 108 and 118), representing
approximately 4.4% of the initial mortgage pool balance, are secured by letters
of credit or cash reserves that in each such case:

          o    will be released to the related borrower upon satisfaction by the
               related borrower of certain performance related conditions, which
               may include, in some cases, meeting debt service coverage ratio
               levels and/or satisfying leasing conditions; and

          o    if not so released, will (or, in some cases, at the discretion of
               the lender, may) prior to loan maturity (or earlier loan default
               or loan acceleration), be drawn on and/or applied to prepay the
               subject mortgage loan if such performance related conditions are
               not satisfied within specified time periods.

          The total amount of the letters of credit and/or cash reserves was
$8,932,131, determined at the time of closing of each of those mortgage loans.


                                      S-83



          In the case of one (1) mortgage loan (loan number 57), which is
secured by the mortgaged real property identified on Annex A-1 to this
prospectus supplement as Pickford Theater, representing approximately 0.4% of
the initial mortgage pool balance, the loan documents provide that on each
payment date commencing on the 115th payment date and ending on the 120th
payment date all excess cash flow will be deposited into an escrow account as
additional collateral for the mortgage loan. On each payment date commencing on
the 121st payment date and ending on the 132nd payment date, all excess cash
flow will be applied to reduce the principal balance of the mortgage loan
without the payment of a prepayment premium or a yield maintenance charge. In
the case of one (1) mortgage loan (loan number 83), which is secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Englishtown Industrial Park, representing approximately 0.3% of the initial
mortgage pool balance, one of the conditions of a partial release requires the
borrower to make a voluntary prepayment in the amount of $200,000 without the
payment of a prepayment premium or a yield maintenance charge. See "--Collateral
Substitution and Partial Release Provisions" in this prospectus supplement.

          See also "--Other Prepayment Provisions" above.

          Defeasance Loans. One hundred-twenty-six (126) mortgage loans,
representing approximately 94.5% of the initial mortgage pool balance, permit
the borrower to defease the related mortgage loan, in whole or in part, by
delivering U.S. government securities or other non-callable government
securities within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940 and that satisfy applicable U.S. Treasury regulations regarding
defeasance, as substitute collateral during a period in which voluntary
prepayments are prohibited. In the case of one (1) mortgage loan (loan number
17), which is secured by the mortgaged real property identified on Annex A-1 to
this prospectus supplement as Olmstead Plaza, representing approximately 1.2% of
the initial mortgage pool balance, after the defeasance period but prior to the
open period there is a period where the mortgage loan may be prepaid with yield
maintenance. See "--Prepayment Lock-out Periods" in this prospectus supplement.
In the case of two (2) mortgage loans (loan number 6 and 7), which represent
approximately 2.4% and 2.1%, respectively, of the initial mortgage pool balance,
the related loan documents provide for a yield maintenance periods prior to the
defeasance periods.

          Each of these mortgage loans permits the related borrower, during
specified periods and subject to specified conditions, to pledge to the holder
of the mortgage loan the requisite amount of government securities and obtain a
full or partial release of the mortgaged real property. In general, the
government securities that are to be delivered in connection with the defeasance
of any mortgage loan, must provide for a series of payments that--

          o    will be made prior, but as closely as possible, to all successive
               due dates through and including the first date that prepayment is
               permitted without the payment of any prepayment premium or yield
               maintenance charge, the maturity date or, if applicable, the
               related anticipated repayment date; and

          o    will, in the case of each due date, be in a total amount equal to
               or greater than the monthly debt service payment scheduled to be
               due on that date, together with, in the case of the last due
               date, any remaining defeased principal balance, with any excess
               to be returned to the related borrower.

          The foregoing paragraph notwithstanding, three (3) mortgage loans
(loan numbers 10, 14 and 18) may be partially defeased without a release of any
or all of the mortgaged real properties securing those mortgage loans.

          For purposes of determining the defeasance collateral for each of
these mortgage loans that has an anticipated repayment date, that mortgage loan
will be treated as if a balloon payment is due on its anticipated repayment
date.

          If fewer than all of the real properties securing any particular
mortgage loan or group of cross-collateralized mortgage loans are to be released
in connection with any defeasance, the requisite defeasance


                                      S-84



collateral will be calculated based on any one or more of: (i) the allocated
loan amount for the property to be released and the portion of the monthly debt
service payments attributable to the property to be released, (ii) an estimated
or otherwise determined sales price of the property to be released or (iii) the
achievement or maintenance of a specified debt service coverage ratio with
respect to the real properties that are not being released. Thirty-one (31)
mortgage loans, representing approximately 33.3% of the initial mortgage pool
balance, permit the partial release of collateral in connection with partial
defeasance.

          In the case of one (1) multi-property mortgage loan (loan number 11),
which is secured by a portfolio of multifamily and commercial properties,
representing 1.7% of the initial mortgage pool balance, any of the mortgaged
real properties in the portfolio may be released, subject to certain conditions,
including among others--

          o    all of the five (5) commercial properties in the portfolio must
               be released at any time prior to the release of any of the
               multifamily properties in the portfolio;

          o    the one (1) multifamily property (comprised of 15 individual
               properties) in the portfolio located on Owens Avenue in Marina,
               Monterey County, California, may be released after the release of
               all of the commercial properties in the portfolio;

          o    the 10 multifamily properties in the portfolio not located on
               Owens Avenue in Marina, Monterey County, California, may be
               released, either individually or in their entirety, after the
               release of all of the commercial properties in the portfolio; and

          o    the defeasance amount payable to the lender for the relevant
               portion of the portfolio being released is equal to the highest
               of (a) 110% of the allocated mortgage loan amount relating to the
               relevant mortgaged real properties being released, (b) an amount
               which results in the remaining unpaid principal balance of the
               mortgage loan being sufficient to support the actual debt service
               coverage ratio for the mortgage loan prior to the release, and
               (c) such other amount which results in the remaining unpaid
               principal balance of the mortgage loan being sufficient to
               support a minimum debt service coverage ratio of 1.20:1.

          In connection with any delivery of defeasance collateral, the related
borrower will be required to deliver a security agreement granting the trust a
first priority security interest in the defeasance collateral, together with an
opinion of counsel confirming the first priority status of the security
interest.

          None of the mortgage loans may be defeased prior to the second
anniversary of the date of initial issuance of the certificates.

          See "Risk Factors--Risks Related to the Offered Certificates--Yield
Maintenance Charges or Defeasance Provisions May Not Fully Protect Against
Prepayment Risk" in this prospectus supplement.

          Collateral Substitution and Partial Releases Other Than In Connection
With Defeasance. In the case of each of two (2) mortgage loans (loan numbers 6
and 7), representing approximately 2.4% and 2.1%, respectively, of the initial
mortgage pool balance, the related borrower may, from time to time, substitute a
portion of the related mortgaged real property with another parcel of real
property, subject, in each case, to the satisfaction of certain conditions,
including, among others--

          o    no event of default under the subject mortgage loan shall have
               occurred and be continuing at the time of substitution;

          o    after giving effect to the property substitution, the debt
               service coverage ratio for the subject mortgage loan, as
               determined by lender, for the twelve-month period immediately
               preceding the


                                      S-85



               property substitution must be not less than the debt service
               coverage ratio for the mortgage loan during this period;

          o    the net operating income, as determined by lender, for the
               substitute real property must be equal to or exceed the net
               operating income, as determined by the lender, for the release
               parcel for the twelve-month period immediately preceding the
               property substitution;

          o    the substitution parcel must be fully constructed and operating
               for a minimum of 12 months as a limited or full service hotel
               property; and

          o    confirmation by each applicable rating agency that the
               substitution will not result in a qualification, downgrade or
               withdrawal of any of its then-current ratings of the
               certificates.

          In the case of one (1) mortgage loan (loan number 2), which is secured
by the mortgaged real property identified on Annex A-1 to this prospectus
supplement as Highwoods Portfolio, representing approximately 7.8% of the
initial mortgage pool balance, prior to the occurrence of the related maturity
date and provided that no event of default shall have occurred and be
continuing, the related borrower may obtain a release of the lien of the
mortgage encumbering an individual property (a substituted property) by
substituting for that property another office property of like kind and quality
acquired by that borrower (each, individually, a substitute property), provided
that the following conditions precedent, among others, are satisfied--

          o    the fair market value of the substitute property is not less than
               the fair market value of the substituted property as of the date
               immediately preceding the substitution;

          o    after giving effect to the substitution, the underwritten debt
               service coverage ratio for the related mortgaged real properties
               (excluding the substituted property and including the substitute
               property) is not less than the underwritten debt service coverage
               ratio for the related mortgaged real properties as of the date
               hereof and as of the date immediately preceding the substitution;
               and

          o    no event of default has occurred and is continuing.

          Further, in the case of the Highwoods Portfolio mortgage loan
discussed in the preceding paragraph, the lender is not permitted to
unreasonably withhold its consent to one sale on a payment date after September
5, 2006 of a portion of the related mortgaged real properties as selected by the
related borrower (the severed properties) to a buyer, and the related borrower
may obtain a release of the severed properties from the lien of the mortgage to
permit the sale of the severed properties to that buyer and an assumption by
that buyer of a portion of the mortgage loan (the severed loan), upon
satisfaction of certain conditions, including, without limitation, that:

          o    the sale of the severed properties is pursuant to an arms-length
               agreement with an independent party (only in connection with a
               transaction that is not a recapitalization);

          o    no default or event of default shall have occurred and be
               continuing;

          o    the lender will have the right to approve or disapprove the
               proposed buyer in its reasonable discretion;

          o    after giving effect to the severance transaction, the
               underwritten debt service coverage ratio of each of the severed
               loan and the mortgage loan, as modified, must be either not less
               than 1.60:1, or not less than both the underwritten debt service
               coverage ratio on the date hereof and immediately prior to the
               severance transaction;


                                      S-86



          o    the gross purchase price for the severed properties shall be not
               less than the product of the sum of the allocated loan amounts of
               all such severed properties, and 1.25; and

          o    after giving effect to the severance transaction, the outstanding
               principal balance of the mortgage loan, as modified, and the
               severed loan, may not be less than 30% of the outstanding
               principal balance of the mortgage immediately prior to the
               severance transaction.

          In the case of one (1) mortgage loan (loan number 83), which is
secured by the mortgaged real property identified on Annex A-1 to this
prospectus supplement as Englishtown Industrial Park, representing approximately
0.3% of the initial mortgage pool balance, the related loan documents permit a
designated parcel to be released upon satisfaction of certain conditions
specified in the loan documents including: (i) that the loan to value of the
remaining collateral will not be greater than 80%, (ii) that the debt service
coverage ratio will not be lower than 1.28:1 and (iii) that the borrower reduce
the principal balance of the mortgage loan by $200,000.

          In the case of one (1) mortgage loan (loan number 114), which is
secured by the mortgaged real property identified on Annex A-1 to this
prospectus supplement as 6860 Cortona Drive, representing approximately 0.2% of
the initial mortgage pool balance, the related loan documents permit a
designated parcel to be released upon satisfaction of certain conditions in the
related loan documents, including if the release occurs more than one year after
origination, the loan to value of the remaining mortgaged real property is not
greater than 80%.

          In the case of one (1) mortgage loan (loan number 40), which is
secured by the mortgaged real property identified on Annex A-1 to this
prospectus supplement as Hampstead Industrial Park, representing approximately
0.6% of the initial mortgage pool balance, the related loan documents permit a
designated non-income producing parcel to be released upon satisfaction of
certain conditions specified in the loan documents including (i) that the loan
to value of the remaining collateral will not be greater than 78.99% and (ii)
that the debt service coverage ratio will not be lower than 1.27:1.

          Certain other of the mortgage loans permit the release of certain
parcels upon the satisfaction of certain requirements other than defeasance. In
those cases, no material value was given to such parcels in the underwriting of
the related mortgage loans.

MORTGAGE POOL CHARACTERISTICS

          General. A detailed presentation of various characteristics of the
mortgage loans, and of the corresponding mortgaged real properties, on an
individual basis and in tabular format, is shown on Annexes A-1, A-2, B and C to
this prospectus supplement. Some of the terms that appear in those exhibits, as
well as elsewhere in this prospectus supplement, are defined or otherwise
discussed in the glossary to this prospectus supplement. The statistics in the
tables and schedules on Annexes A-1, A-2, B and C to this prospectus supplement
were derived, in many cases, from information and operating statements furnished
by or on behalf of the respective borrowers. The information and the operating
statements were generally unaudited and have not been independently verified by
us or the underwriters.


                                      S-87



SIGNIFICANT MORTGAGE LOANS

          The following table shows certain characteristics of the ten largest
mortgage loans or groups of cross-collateralized mortgage loans in the trust, by
cut-off date principal balance.

<TABLE>

                                                                    NUMBER OF
                                                                 MORTGAGE LOANS/   CUT-OFF DATE   % OF INITIAL
                                                    MORTGAGE      MORTGAGED REAL     PRINCIPAL      MORTGAGE       PROPERTY
                    LOAN NAME                      LOAN SELLER      PROPERTIES        BALANCE     POOL BALANCE       TYPE
------------------------------------------------   -----------   ---------------   ------------   ------------   ------------

Glenbrook Square Mall...........................      MLML             1/1         $187,796,151        9.1          Retail
Highwoods Portfolio.............................      IXIS             1/33         160,000,000        7.8          Office
Financial Square(4).............................      MLML             1/1          130,000,000        6.3          Office
The Westchester(4)..............................      MLML             1/1          100,000,000        4.9          Retail
U-Haul Self Storage Portfolios II, III and IV...      MLML             3/50(5)       86,852,963        4.2       Self Storage
E Walk on the New 42nd Street(4)................      MLML             1/1           77,500,000        3.8          Retail
Residence Inn Hotel Portfolio 1.................      MLML             1/4           50,200,000        2.4        Hospitality
Residence Inn Hotel Portfolio 2.................      MLML             1/4           43,490,000        2.1        Hospitality
Equity Lifestyle Portfolio......................       CRF             1/3           41,464,994        2.0       Manufactured
                                                                                                                   Housing
San Antonio Portfolio...........................      MLML             1/10          39,800,000        1.9        Mixed Use
                                                                      ------       ------------       ----
TOTAL/WEIGHTED AVERAGE..........................                      12/108       $917,104,107       44.6%
                                                                      ======       ============       ====


                                                                   CUT-OFF
                                                                     DATE
                                                                  PRINCIPAL                    CUT-OFF
                                                   PROPERTY        BALANCE                       DATE
                                                      SIZE           PER                         LTV
                   LOAN NAME                       SF/UNIT(1)   SF/UNIT(2)(3)   DSCR(2)(3)   RATIO(2)(3)
------------------------------------------------   ----------   -------------   ----------   -----------

Glenbrook Square Mall...........................      868,987          216         1.22         70.9
Highwoods Portfolio.............................    2,008,886           80         1.91         78.8
Financial Square(4).............................    1,030,531          126         2.85         51.4
The Westchester(4)..............................      831,841          361         2.55         42.9
U-Haul Self Storage Portfolios II, III and IV...    1,111,736           78         1.45         75.3
E Walk on the New 42nd Street(4)................      177,394          437         2.41         45.6
Residence Inn Hotel Portfolio 1.................          563       89,165         1.52         74.9
Residence Inn Hotel Portfolio 2.................          506       85,949         1.49         75.0
Equity Lifestyle Portfolio......................        2,087       19,868         1.26         73.8

San Antonio Portfolio...........................      498,919           80         1.42         76.7

TOTAL/WEIGHTED AVERAGE..........................                                   1.88X        65.5%
</TABLE>

----------
(1)  Property size is indicated in square feet, except with respect to
     manufactured housing (in which case it is indicated by pads) and
     hospitality (in which case it is indicated in rooms) properties.

(2)  In the case of the Westchester Trust Mortgage Loan, the cut-off date
     principal balance per square foot, the debt service coverage ratio and the
     cut-off date loan-to-value ratio, were determined taking into
     consideration, in the case of the debt service coverage ratio, the
     aggregate annualized amount of debt service that will be payable under the
     Westchester Trust Mortgage Loan and the Westchester Pari Passu Non-Trust
     Loan, excluding the annualized debt service payable under the Westchester
     subordinate non-trust loans and, in the case of the cut-off date principal
     balance per square foot and the cut-off date loan-to-value ratio, the cut
     off date principal balance of the Westchester Trust Mortgage Loan and the
     Westchester Pari Passu Non-Trust Loan, not taking into account the
     principal balances of the Westchester subordinate non-trust loans.

(3)  In the case of the U-Haul self-storage portfolios, (a) the weighted average
     debt service coverage ratio and the weighted average cut-off date
     loan-to-value ratio of the mortgage loans making up that
     cross-collateralized loan group are presented and (b) the cut-off date
     principal balance per square foot was determined by dividing the aggregate
     cut-off date principal balance of those three (3) mortgage loans by the
     aggregate square feet of all the related mortgaged real properties .

(4)  It has been confirmed by each of DBRS, Fitch and Moody's, in accordance
     with their respective methodologies, that the subject mortgage loan has
     credit characteristics consistent with an investment grade rated
     obligation.

(5)  Group of cross-collateralized mortgage loans.

          See Annex C to this prospectus supplement for descriptions of the ten
largest mortgage loans or groups of cross-collateralized mortgage loans.

WESTCHESTER LOAN COMBINATION

          The Westchester Trust Mortgage Loan, which has a cut-off date
principal balance of $100,000,000, representing approximately 4.9% of the
initial mortgage pool balance, is part of a multiple loan structure we refer to
as a loan combination consisting of that mortgage loan and multiple Non-Trust
Loans, consisting of the Westchester Pari Passu Non-Trust Loan and the
Westchester Subordinate Non-Trust Loans. The Westchester Non-Trust Loans will
not be included in the trust. The Westchester Subordinate Non-Trust Loans fall
into three (3) tiers of priority--a "B note" tier, a "C note" tier and a "D
note" tier, with loans within each tier being pari passu in right of payment and
other respects with each other. All of those mortgage loans are secured by the
same


                                      S-88



mortgage instrument encumbering the Westchester Mortgaged Property and are being
serviced under the pooling and servicing agreement, dated as of June 1, 2005, by
and among us, as depositor, Midland Loan Services, Inc., as, as master servicer
and as special servicer and Wells Fargo Bank, N.A., as trustee, pursuant to
which agreement our Merrill Mortgage Trust 2005-MCP1, Commercial Mortgage
Pass-Through Certificates, Series 2005-MCP1 were issued. We refer to that
agreement as the MLMT Series 2005-MCP1 pooling and servicing agreement in this
prospectus supplement. The servicing arrangements under the MLMT Series
2005-MCP1 pooling and servicing agreement are similar but not identical to the
servicing arrangements under the pooling and servicing agreement for our Series
2005-CIP1 certificates under which the rest of the mortgage pool will be
serviced, which agreement we refer to as "the pooling and servicing agreement"
in this prospectus supplement.

          Pursuant to the Westchester Intercreditor Agreement, so long as the
conditions set forth in the next paragraph do not exist, collections on the
Westchester Loan Combination will be allocated (after application to certain
unreimbursed costs and expenses and/or unpaid fees incurred under the MLMT
Series 2005-MCP1 pooling and servicing agreement) generally in the following
manner, to the extent of available funds:

          o    first, to the Westchester Trust Mortgage Loan and the Westchester
               Pari Passu Non-Trust Loan (on a pari passu basis) in an amount
               equal to all accrued and unpaid interest (other than Penalty
               Interest) on their respective principal balances (net of related
               master servicing fees);

          o    second, to the Westchester Trust Mortgage Loan and the
               Westchester Pari Passu Non-Trust Loan (on a pari passu basis) in
               an amount equal to their respective pro rata portion of all
               principal payments attributable to the Westchester Loan
               Combination in accordance with the related loan documents;

          o    third, to the Westchester Subordinate Non-Trust Loans, in
               descending order of seniority, in the case of each such loan in
               an amount equal to (a) all accrued and unpaid interest (other
               than Penalty Interest) on their respective principal balances
               (net of related master servicing fees) and (b) in an amount equal
               to its respective pro rata portion of all principal payments
               attributable to the Westchester Loan Combination in accordance
               with the related loan documents; and

          o    fourth, for such remaining purposes and in accordance with the
               payment priorities as are provided in the Westchester
               Intercreditor Agreement.

          Pursuant to the Westchester Intercreditor Agreement, subsequent to the
occurrence and continuance of a Westchester Triggering Event of Default,
collections on the Westchester Loan Combination will be allocated (after
application to certain unreimbursed costs and expenses and/or unpaid fees
incurred under the MLMT Series 2005-MCP1 pooling and servicing agreement)
generally in the following manner, to the extent of available funds:

          o    first, to the Westchester Trust Mortgage Loan and the Westchester
               Pari Passu Non-Trust Loan (on a pari passu basis) in an amount
               equal to accrued and unpaid interest (excluding Penalty Interest)
               on their respective principal balances (net of related master
               servicing fees);

          o    second, to the Westchester Trust Mortgage Loan and the
               Westchester Pari Passu Non-Trust Loan (on a pari passu basis) in
               an amount up to their respective principal balances, until each
               such principal balance has been reduced to zero;

          o    third, to the Westchester Subordinate Non-Trust Loans, in
               descending order of seniority, in the case of each such loan in
               an amount equal to (a) accrued and unpaid interest (excluding
               Penalty Interest) on its principal balance (net of related master
               servicing fees) and (b) an amount up to its principal balance,
               until such principal balance has been reduced to zero; and

          o    fourth, for such remaining purposes and in accordance with the
               payment priorities as are provided in the Westchester
               Intercreditor Agreement.


                                      S-89



          The Westchester Intercreditor Agreement provides that:

          o    if--

               1.   any payment of principal or interest with respect to the
                    Westchester Trust Mortgage Loan becomes 60 or more days
                    delinquent,

               2.   the Westchester Trust Mortgage Loan is accelerated,

               3.   the Westchester Trust Mortgage Loan is not paid at maturity,

               4.   the related borrower files a bankruptcy petition, or

               5.   a non-monetary default that causes a Servicing Transfer
                    Event occurs and is continuing;

               then (provided that a holder of a the Westchester Subordinate
               Non-Trust Loan has not exercised its cure rights), upon written
               notice of such occurrence, the holders of the Westchester Trust
               Mortgage Loan and the Westchester Subordinate Noteholders have
               the individual option to purchase the Westchester Trust Mortgage
               Loan from the trust (together with, in the case of a purchase by
               a Westchester Subordinate Noteholder, the Westchester Pari Passu
               Non-Trust Loan) at a price, insofar as it relates to the
               Westchester Trust Mortgage Loan, generally equal to the aggregate
               unpaid principal balance of the Westchester Trust Mortgage Loan
               and the Westchester Pari Passu Non-Trust Loan, together with all
               accrued and unpaid interest on those loans (other than Penalty
               Interest) to but not including the date of such purchase, plus
               any related servicing compensation, advances and interest on
               advances payable or reimbursable to any party to the MLMT Series
               2005-MCP1 pooling and servicing agreement;

          o    for so long as the Westchester Controlling Subordinate Noteholder
               is the Westchester Controlling Party, the Westchester Controlling
               Subordinate Noteholder will have the ability to advise and direct
               the special servicer with respect to certain specified servicing
               actions regarding the Westchester Loan Combination, including
               those involving acceleration, foreclosure or material
               modification of the Westchester Loan Combination, subject to the
               special servicer's obligation to act in accordance with the
               Servicing Standard;

          o    the holders of the Westchester Subordinate Non-Trust Loans have
               the right to cure any default susceptible to cure within a
               specified period of the receipt by the holders of the Westchester
               Subordinate Non-Trust Loans of written notice of the subject
               event of default and may be entitled to receive reimbursement of
               cure payments prior to the receipt by the holders of the
               Westchester Loan Combination of any prepayment premiums paid by
               the related borrower; provided that (i) no more than a specified
               number of cure events are permitted during the term of the
               Westchester Loan Combination, and (ii) no single cure event may
               have a duration longer than that specified in the Westchester
               Intercreditor Agreement; and

          o    the holder of the Westchester Trust Mortgage Loan has the right
               to consult with the master servicer and/or the special servicer
               with respect to various servicing matters affecting the
               Westchester Loan Combination.

          Pursuant to the Westchester Intercreditor Agreement, the Westchester
Controlling Party is entitled to advise the special servicer with respect to,
and must be asked for its consent to, specified actions with respect to the
Westchester Trust Mortgage Loan and the Westchester Mortgaged Property that are
similar to, but more extensive than, those actions with respect to the other
mortgage loans in the trust fund as to which the controlling class
representative may advise the special servicer and as to which the controlling
class representative's consent is required, as described under "Servicing of the
Mortgage Loans--The Controlling Class Representative--Rights and Powers of the
Controlling Class Representative" below.


                                      S-90



ADDITIONAL LOAN AND PROPERTY INFORMATION

          Delinquencies. Each mortgage loan seller will represent in its
mortgage loan purchase agreement that, with respect to the mortgage loans that
we will purchase from that mortgage loan seller, no scheduled payment of
principal and interest under any mortgage loan was 30 days or more past due as
of the due date for such mortgage loan in August 2005, without giving effect to
any applicable grace period, nor was any scheduled payment 30 days or more
delinquent in the 12-month period immediately preceding or, if shorter, from the
date of origination up to, the due date for such mortgage loan in August 2005,
without giving effect to any applicable grace period.

          Tenant Matters. Described and listed below are certain aspects of the
some of the tenants at the mortgaged real properties for the mortgage loans--

          o    Eighty-four (84) of the mortgaged real properties, securing 40.8%
               of the initial mortgage pool balance, are, in each case, a retail
               property, an office property or an industrial/warehouse property
               that is leased to one or more major tenants that each occupies at
               least 25% of the net rentable area of the particular property. A
               number of companies are major tenants at more than one of the
               mortgaged real properties.

          o    Forty (40) of the mortgaged real properties, securing 11.1% of
               the initial mortgage pool balance, are entirely or substantially
               leased to a single tenant.

          o    There are several cases in which a particular entity is a tenant
               at more than one of the mortgaged real properties, and although
               it may not be a major tenant at any of those properties, it is
               significant to the success of the properties.

          o    Certain tenant leases at the mortgaged real properties (including
               mortgaged real properties leased to a single tenant) have terms
               that are shorter than the terms of the related mortgage loans
               and, in some cases, significantly shorter.

          o    Two (2) of the mortgaged real properties, representing security
               for approximately 0.2% of the initial mortgage pool balance (loan
               numbers 122 and 133), are multifamily rental properties that
               receive rent subsidies from the United States Department of
               Housing and Urban Development under its Section 42 Housing
               Assistance Program or have tenants whose rents are subsidized
               under its Section 8 Housing Choice Voucher Program or are
               otherwise subsidized.

          o    With respect to certain of the mortgage loans (for example, loan
               number 90), one or more of the tenants at the related mortgaged
               real property have yet to take possession of their leased
               premises or may have taken possession of their leased premises
               but have yet to open their respective businesses to the general
               public and, in some cases, may not have commenced paying rent
               under their leases. There can be no assurances that a prolonged
               delay in the opening of business to the general public will not
               negatively impact the related tenant's ability to fulfill its
               obligations under its respective lease.

          o    In the case of one (1) mortgage loan (loan number 45) secured by
               the mortgaged real property identified on Annex A-1 to this
               prospectus supplement as Euless Town Center, representing 0.6% of
               the initial mortgage pool balance, the largest sub-tenant at the
               mortgaged real property, Burlington Coat Factory, has announced
               that it is closing its store at the property in August 2005. The
               tenant subleasing the space to Burlington Coat Factory, an entity
               related to Kimco Realty, has the right to allow the space to go
               dark under its lease, which expires in January 2007.

          o    With respect to certain of the mortgage loans, one or more of the
               tenants may be local, state or federal governmental entities.
               These entities may have the right to terminate their leases at
               any time, subject to various conditions, including notice to the
               landlord or a loss of available funding.


                                      S-91



          o    In the case of one (1) mortgage loan (loan number 108) secured by
               the mortgaged real property identified on Annex A-1 to this
               prospectus supplement as Santa Fe Village, representing 0.2% of
               the initial mortgage pool balance, the third largest tenant,
               House & Home is owned by principals of the borrower. In
               connection with the House & Home lease, the borrower has posted
               one (1) letter of credit covering six (6) months of rent to be
               held as additional security for the duration of the lease and an
               additional letter of credit covering six (6) months of rent to be
               held until the space is occupied by House & Home or a suitable
               sub-tenant.

          o    In the case of one (1) mortgage loan (loan number 39) secured by
               the mortgaged real property identified on Annex A-1 to this
               prospectus supplement as Plaza Diamond Bar, representing 0.7% of
               the initial mortgage pool balance, the borrower for the four
               building complex has agreed to build a fifth building at the
               property as a replacement for a building that was destroyed by
               fire in October 2004 by December 2006.

          Ground Leases. In the case of seven (7) mortgaged real properties,
representing security for approximately 6.3% of the initial mortgage pool
balance, the related mortgage constitutes a lien on the related borrower's
leasehold or sub-leasehold interest in the mortgaged real property, but not on
the corresponding fee interest. In each case (except as specified below), the
related ground lease or sub-ground lease, after giving effect to all extension
options exercisable at the option of the relevant lender, expires more than 20
years after the stated maturity of the related mortgage loan and the ground
lessor has agreed to give the holder of that mortgage loan notice of and the
right to cure, any default or breach by the lessee.

          With respect to one mortgage loan (loan number 15) secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Burlington Town Center, representing approximately 1.3% of the initial mortgage
pool balance, the mortgage loan is secured in part by the related borrower's
leasehold interests in a ground sublease encumbering a parking garage on the
mortgaged property. The ground sublease term expires on December 31, 2012 (two
and a half years beyond the stated maturity date of the loan on July 1, 2010),
with no extension options. The ground sublessor under the ground sublease has
assigned to the related borrower, as ground sublessee, the option to purchase
the fee interest in the leased premises. As a condition to the funding of the
loan, the related borrower is obligated to exercise the purchase option before
the expiration of the ground sublease. The lien of the mortgage will be spread
to cover the fee interest upon the execution of related borrower's purchase
option.

          See "Risk Factors--Ground Leases Create Risks for Lenders That Are Not
Present When Lending on an Actual Ownership Interest in a Real Property" and
"Legal Aspects Of Mortgage Loans--Foreclosure--Leasehold Considerations" in the
accompanying prospectus.

          Additional and Other Financing. In the case of the Westchester Trust
Mortgage Loan, the related mortgage also secures the Westchester Non-Trust
Loans, which will not be included in the trust fund. See "--Westchester Loan
Combination" above for a description of certain aspects of the Westchester Loan
Combination.

          In the case of one (1) mortgage loan (loan number 12) secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
University Village, representing 1.6% of the initial mortgage pool balance, the
borrower has incurred secured debt on the mortgaged real property to the
Redevelopment Agency of the City of Riverside in order to permit repayment of
federal funds borrowed by the Redevelopment Agency in connection with the
redevelopment of the property. There is no stated balance on the debt but
payments are due annually on July 1 in the amount of $50,000 through 2007 and
$100,000 from 2008 to 2017, when the obligation terminates. The payment
obligations are secured by an assignment of leases and rents and a deed of
trust, both of which have been subordinated to the lien of the mortgage.
Additionally, the borrower is the obligor on a tax shortfall note, under which,
in the event that taxes on the property for any year are less than $45,000, the
borrower


                                      S-92



will have to make an additional payment equal to the difference between taxes
collected on the property and $45,000. The tax shortfall note is secured by a
deed of trust.

          Except as described above, the mortgage loans do not permit the
related borrowers to enter into additional subordinate or other financing that
is secured by the related mortgaged real properties without the lender's
consent.

          The mortgage loans generally do not prohibit the related borrower from
incurring other obligations in the ordinary course of business relating to the
mortgaged real property, including but not limited to trade payables, or from
incurring indebtedness secured by equipment or other personal property located
at or used in connection with the mortgaged real property.

          We are aware that in the case of five (5) mortgage loans, representing
approximately 7.5% of the initial mortgage pool balance, the owner(s) of the
related borrower have pledged their interests in the borrower to secure
secondary financing in the form of mezzanine debt, as described below--

          o    In the case of the mortgage loan (loan number 15) secured by the
               mortgaged real property identified on Annex A-1 to this
               prospectus supplement as Burlington Town Center, representing
               approximately 1.3% of the initial mortgage pool balance, the sole
               member of the borrower has pledged its ownership interests in the
               borrower to secure a mezzanine loan with an original principal
               balance of $5,500,000. The mezzanine loan was made by the related
               mortgage loan seller as mezzanine lender simultaneously with the
               origination of the mortgage loan and is subject to an
               intercreditor agreement entered into between the holder of the
               mortgage loan and the mezzanine lender, under which the mezzanine
               lender--

               1.   has agreed, among other things, not to enforce its rights to
                    realize upon the collateral securing its related mezzanine
                    loan without written confirmation from the rating agencies
                    that an enforcement action would not cause the downgrade,
                    withdrawal or qualification of the then-current ratings of
                    the certificates, unless certain conditions are met relating
                    to the identity and status of the transferee of the
                    collateral and the replacement property manager and the
                    delivery of an acceptable non-consolidation opinion, and

               2.   has subordinated its related mezzanine loan to the related
                    mortgage loan (other than as to its interest in the pledged
                    collateral) and has the option to purchase the related
                    mortgage loan if that mortgage loan becomes a defaulted
                    mortgage loan or to cure the default.

          o    In the case of the mortgage loan (loan number 44) secured by the
               mortgaged real property identified on Annex A-1 to this
               prospectus supplement as 69th Street Philly - 15 Lits,
               representing approximately 0.6% of the initial mortgage pool
               balance, a mezzanine loan secured by a pledge of the equity
               interests in the borrower was made in the original principal
               balance of $8,000,000. The mezzanine loan was made by the related
               mortgage loan seller as mezzanine lender and is subject to an
               intercreditor agreement entered into between the holder of the
               mortgage loan and the mezzanine lender, under which the mezzanine
               lender--

               1.   has agreed, among other things, not to enforce its rights to
                    realize upon the collateral securing its related mezzanine
                    loan without written confirmation from the rating agencies
                    that an enforcement action would not cause the downgrade,
                    withdrawal or qualification of the then-current ratings of
                    the certificates, unless certain conditions are met relating
                    to the identity and status of the transferee of the
                    collateral and the replacement property manager, and

               2.   has subordinated its related mezzanine loan to the related
                    mortgage loan (other than as to its interest in the pledged
                    collateral), has the option to purchase the related mortgage
                    loan if that


                                      S-93



                    mortgage loan becomes a specially serviced mortgage loan and
                    has the opportunity to cure a default (i) prior to the
                    lender taking an enforcement action, or (ii)(x) if the
                    mezzanine lender has cured one or more defaults on the part
                    of the borrower under the mortgage loan which, but for such
                    cure, the mortgage loan would be a specially serviced
                    mortgage loan or (y) if the borrower under the mortgage loan
                    becomes a debtor in bankruptcy.

          o    In the case of the mortgage loan (loan number 69) secured by the
               mortgaged real property identified on Annex A-1 to this
               prospectus supplement as La Quinta, representing approximately
               0.4% of the initial mortgage pool balance, a mezzanine loan
               secured by a pledge of the equity interests in the borrower was
               made in the original principal balance of $475,000.

          The mezzanine loan was made by the related mortgage loan seller as
mezzanine lender and is subject to an intercreditor agreement entered into
between the holder of the mortgage loan and the mezzanine lender, under which
the mezzanine lender--

          o    has agreed, among other things, not to enforce its rights to
               realize upon the collateral securing its related mezzanine loan
               without written confirmation from the rating agencies that an
               enforcement action would not cause the downgrade, withdrawal or
               qualification of the then-current ratings of the certificates,
               unless certain conditions are met relating to the identity and
               status of the transferee of the collateral and the replacement
               property manager, and

          o    has subordinated its related mezzanine loan to the related
               mortgage loan (other than as to its interest in the pledged
               collateral), has the option to purchase the related mortgage loan
               if that mortgage loan becomes a specially serviced mortgage loan
               and has the opportunity to cure a default prior to the lender
               taking an enforcement action.

          o    In the case of the mortgage loan (loan number 55) secured by the
               mortgaged real property identified on Annex A-1 to this
               prospectus supplement as 5900 North Sepulveda Boulevard,
               representing 0.4% of the initial mortgage pool balance, a
               mezzanine loan secured by a pledge of 49.3% of the equity
               interests in the borrower was made in the original principal
               balance of $125,000.

          In addition, we are aware that in the case of one (1) of the
above-described mortgage loans (loan number 15) and in the case of 26 of the
mortgage loans (loan numbers 1, 6, 7, 8, 9, 10, 14, 18, 19, 20, 22, 25, 44, 45,
53, 55, 60, 68, 69, 75, 94, 106, 113, 117, 129 and 134), for a total of 27
mortgage loans, representing in the aggregate approximately 36.9% of the initial
mortgage pool balance, the related borrowers are permitted under the loan
documents, under certain circumstances, to incur secondary financing in the form
of mezzanine debt. These mortgage loans require that the related mezzanine
lender enter into a subordination and standstill agreement with the lender on
the subject mortgage loan.

          While a mezzanine lender has no security interest in or rights to the
related mortgaged real properties, a default under the mezzanine loan could
cause a change in control in the mezzanine borrower as a result of the
realization on the pledged ownership interests by the mezzanine lender. See
"Risk Factors--Risks Relating to the Mortgage Loans--A Borrower's Other Loans
May Reduce the Cash Flow Available to the Mortgaged Real Property Which May
Adversely Affect Payment on Your Certificates; Mezzanine Financing Reduces a
Principal's Equity in, and Therefore Its Incentive to Support, a Mortgaged Real
Property" in this prospectus supplement.

          Under certain of the mortgage loans, the borrower has incurred or is
permitted to incur additional financing that is not secured by the mortgaged
real property. In addition, borrowers that have not agreed to certain special
purpose covenants in the related loan documents are not prohibited from
incurring additional debt. Such additional debt may be secured by other property
owned by those borrowers. Also, certain of these


                                      S-94



borrowers may have already incurred additional debt. In addition, the owners of
such borrowers generally are not prohibited from incurring mezzanine debt
secured by pledges of their equity interests in those borrowers. See "Risk
Factors--Subordinate Debt Increases the Likelihood That a Borrower Will Default
on a Mortgage Loan Underlying Your Offered Certificates" and "Legal Aspects Of
Mortgage Loans--Subordinate Financing" in the accompanying prospectus.

          We are aware that in the case of four (4) of the mortgage loans,
representing approximately 9.1% of the initial mortgage pool balance, the
related borrowers have incurred, or are permitted to incur, subordinate
unsecured indebtedness, as described below--

          o    With respect to three (3) mortgage loans (loan numbers 16, 23 and
               42), representing approximately 1.2%, 1.0% and 0.6%,
               respectively, of the initial mortgage pool balance, the related
               borrower is permitted to incur future unsecured secondary
               financing in the form of loans from its affiliates, subject to
               the satisfaction of certain conditions, specifically (i) the
               loans must not exceed $500,000 in the aggregate, (ii) the loans
               must not have a maturity date, (iii) the lender is an "insider"
               as defined in the U.S. Bankruptcy Code, (iv) the loans are
               unsecured and (v) the loans are subject to a subordination and
               standstill agreement.

          o    With respect to one (1) mortgage loan (loan number 3) secured by
               the mortgaged real property identified on Annex A-1 to this
               prospectus supplement as Financial Square, representing
               approximately 6.3% of the initial mortgage pool balance, the
               related borrower is permitted to incur future unsecured secondary
               financing in the form of loans from its affiliates, subject to
               the satisfaction of certain conditions, specifically (i) the
               loans must not exceed $10,000,000 in the aggregate, (ii) the
               loans must not have a maturity date, (iii) the lender is an
               "Insider" as defined in the U.S. Bankruptcy Code, (iv) the loans
               are unsecured, (v) the loans are subject to a subordination and
               standstill agreement, (vi) the loans are held at all times by an
               affiliate of the related borrower and (vii) the loans will be
               converted into equity interests if the mortgaged real property is
               ever transferred to an entity that is not affiliated with the
               borrower or the mortgage loan is ever refinanced.

          In the case of one (1) mortgage loan (loan number 2) secured by the
mortgaged real property identified on Annex A-1 to this prospectus supplement as
Highwoods Portfolio, representing approximately 7.8% of the initial mortgage
pool balance, the related mortgage loan seller made a loan in the approximate
amount of $40,000,000 that is secured by a guaranty of an affiliate of the
related borrower. The guaranty is secured by an upper tier pledge of 100% of the
indirect equity interests in the related borrower as well as 100% of the excess
cash flow received from the related mortgaged real properties.

          Except as disclosed under this "--Additional and Other Financing"
subsection, we have not been able to confirm whether the respective borrowers
under the mortgage loans, have any other debt outstanding. We make no
representation with respect to the mortgage loans as to whether any other
subordinate financing currently encumbers any mortgaged real property, whether
any borrower has incurred material unsecured debt or whether a third-party holds
debt secured by a pledge of an equity interest in a related borrower.

          Zoning and Building Code Compliance. In connection with the
origination of each mortgage loan, the related originator examined whether the
use and operation of the mortgaged real property were in material compliance
with zoning, land-use, building, fire and health ordinances, rules, regulations
and orders then-applicable to that property. Evidence of this compliance may
have been in the form of legal opinions, surveys, recorded documents, letters
from government officials or agencies, title insurance endorsements, engineering
or consulting reports and/or representations by the related borrower. In some
cases, a certificate of occupancy was not available. Where the property as
currently operated is a permitted nonconforming use and/or structure, an
analysis was generally conducted as to--


                                      S-95



          o    the likelihood that a material casualty would occur that would
               prevent the property from being rebuilt in its current form; and

          o    whether existing replacement cost hazard insurance or, if
               necessary, supplemental law or ordinance coverage would, in the
               event of a material casualty, be sufficient--

               1.   to satisfy the entire mortgage loan; or

               2.   taking into account the cost of repair, to pay down the
                    mortgage loan to a level that the remaining collateral would
                    be adequate security for the remaining loan amount.

          Notwithstanding the foregoing, we cannot assure you, however, that any
such analysis, or that the above determinations, were made in each and every
case.

          Lockboxes. Sixty-two (62) mortgage loans, representing approximately
71.5% of the initial mortgage pool balance, generally provide that all rents,
credit card receipts, accounts receivables payments and other income derived
from the related mortgaged real properties will be paid into one of the
following types of lockboxes, each of which is described below.

          o    LOCKBOXES IN EFFECT ON THE DATE OF CLOSING. Income (or a portion
               thereof sufficient to pay monthly debt service) is paid directly
               to a lockbox account controlled by the lender, or both the
               borrower and the lender, except that with respect to multifamily
               properties, income is collected and deposited in the lockbox
               account by the manager of the mortgaged real property and, with
               respect to hospitality properties, cash or "over-the-counter"
               receipts are deposited into the lockbox account by the manager,
               while credit card receivables are deposited directly into a
               lockbox account. In the case of such lockboxes, funds deposited
               into the lockbox account are disbursed either--

               1.   in accordance with the related loan documents to satisfy the
                    borrower's obligation to pay, among other things, debt
                    service payments, taxes and insurance and reserve account
                    deposits; or

               2.   to the borrower on a daily or other periodic basis, until
                    the occurrence of a triggering event, following which the
                    funds will be disbursed to satisfy the borrower's obligation
                    to pay, among other things, debt service payments, taxes and
                    insurance and reserve account deposits.

               In some cases, the lockbox account is currently under the control
               of both the borrower and the lender, to which the borrower will
               have access until the occurrence of the triggering event, after
               which no such access will be permitted. In other cases, the
               related mortgage loan documents require the borrower to establish
               the lockbox but each account has not yet been established.

               For purposes of this prospectus supplement, a lockbox is
               considered to be a "hard" lockbox when income from the subject
               property is paid directly into a lockbox account controlled by
               the lender. A lockbox is considered to be a "soft" lockbox when
               income from the subject property is paid into a lockbox account
               controlled by the lender, by the borrower or a property manager
               that is affiliated with the borrower.


                                      S-96



          o    SPRINGING LOCKBOX. Income is collected by or otherwise accessible
               to the borrower until the occurrence of a triggering event,
               following which a lockbox of the type described above is put in
               place, from which funds are disbursed to a lender controlled
               account and used to pay, among other things, debt service
               payments, taxes and insurance and reserve account deposits.
               Examples of triggering events may include:

               1.   a failure to pay the related mortgage loan in full on or
                    before any related anticipated repayment date; or

               2.   a decline by more than a specified amount, in the net
                    operating income of the related mortgaged real property; or

               3.   a failure to meet a specified debt service coverage ratio;
                    or

               4.   an event of default under the mortgage.

               For purposes of this prospectus supplement, a springing lockbox
          is an account, which may be a hard or soft lockbox, that is required
          to be established by the borrower upon the occurrence of a trigger
          event.

          The 62 mortgage loans referred to above provide for lockbox accounts
as follows:

                                                         % OF INITIAL
                                           NUMBER OF       MORTGAGE
              LOCKBOX TYPE              MORTGAGE LOANS   POOL BALANCE
-------------------------------------   --------------   ------------
Lockboxes*                                     62            71.5%
                                              ---            ----
   Hard                                        51            58.9%
   Soft                                        11            12.6%
Springing (Including "Soft" springing
or "Hard" springing lockboxes)                 47            48.8%
                                              ---            ----
   Hard                                        37            38.2%
   Soft                                        10            10.6%

*    Includes lockboxes required to be in effect on the date of closing but not
     yet established. In certain cases the loan documents require that the
     related lockbox be established within a specified period following the loan
     closing date.

          Hazard, Liability and Other Insurance. Although exceptions exist, the
loan documents for each of the mortgage loans generally require the related
borrower to maintain with respect to the corresponding mortgaged real property
the following insurance coverage--

          o    hazard insurance in an amount that generally is, subject to an
               approved deductible, at least equal to the lesser of--

               1.   the outstanding principal balance of the mortgage loan; and

               2.   the full insurable replacement cost or insurable value of
                    the improvements located on the insured property;


                                      S-97



          o    if any portion of the improvements on the property was in an area
               identified in the federal register by the Federal Emergency
               Management Agency as having special flood hazards, flood
               insurance meeting the requirements of the Federal Insurance
               Administration guidelines, in an amount that is equal to the
               least of--

               1.   the outstanding principal balance of the related mortgage
                    loan;

               2.   the full insurable replacement cost or insurable value of
                    the improvements on the insured property; and

               3.   the maximum amount of insurance available under the National
                    Flood Insurance Act of 1968;

          o    commercial general liability insurance against claims for
               personal and bodily injury, death or property damage; and

          o    business interruption or rent loss insurance.

          Certain mortgage loans permit a borrower to satisfy its insurance
coverage requirement by permitting its tenant to self-insure (including with
respect to terrorism insurance coverage).

          In general, the mortgaged real properties for the mortgage loans,
including those properties located in California, are not insured against
earthquake risks. In the case of those properties located in California, other
than those that are manufactured housing communities or self storage facilities,
a third-party consultant conducted seismic studies to assess the probable
maximum loss for the property. None of the resulting reports concluded that a
mortgaged real property was likely to experience a probable maximum loss in
excess of 20% of the estimated replacement cost of the improvements.

          The master servicer (with respect to each of the mortgage loans
(exclusive of the Westchester Trust Mortgage Loan), including specially serviced
mortgage loans), and the special servicer (with respect to REO Properties
exclusive of any Westchester REO Property), will be required to use reasonable
efforts, consistent with the Servicing Standard, to cause each borrower to
maintain, or if the borrower does not maintain, the master servicer will itself
maintain, to the extent available at commercially reasonable rates and that the
trustee has an insurable interest therein, for the related mortgaged real
property, all insurance required by the terms of the loan documents and the
related mortgage.

          Where insurance coverage at the mortgaged real property for any
mortgage loan (other than the Westchester Trust Mortgage Loan) is left to the
lender's discretion, the master servicer will be required to exercise such
discretion in accordance with the Servicing Standard, and to the extent that any
mortgage loan so permits, the related borrower will be required to exercise its
efforts to obtain insurance from insurers which have a minimum claims-paying
ability rating of at least "A" by DBRS (if rated by DBRS), "A3" by Moody's and
"A" by Fitch (or the obligations of which are guaranteed or backed by a company
having such claims-paying ability), and where insurance is obtained by the
master servicer, such insurance must be from insurers that meet such
requirements.

          In some cases, however, insurance may not be available from insurers
that are rated by any of DBRS, Fitch and Moody's. In that case, the master
servicer or special servicer, as applicable, will be required to use reasonable
efforts, consistent with the servicing standard, to cause the borrower to
maintain, or will itself maintain, as the case may be, insurance with insurers
having the next highest ratings that are offering the required insurance at
commercially reasonable rates.

          Various forms of insurance maintained with respect to any of the
mortgaged real properties for the mortgage loans, including casualty insurance,
environmental insurance and earthquake insurance, may be


                                      S-98



provided under a blanket insurance policy. That blanket insurance policy will
also cover other real properties, some of which may not secure loans in the
trust. As a result of total limits under any of those blanket policies, losses
at other properties covered by the blanket insurance policy may reduce the
amount of insurance coverage with respect to a property securing one of the
mortgage loans in the trust. See "Risk Factors--Risks Related to the Mortgage
Loans--The Absence or Inadequacy of Insurance Coverage on the Property May
Adversely Affect Payments on Your Certificates" in this prospectus supplement
and "Risk Factors--Lack of Insurance Coverage Exposes a Trust to Risk for
Particular Special Hazard Losses" in the accompanying prospectus.

          With limited exception, the mortgage loans generally provide that
insurance and condemnation proceeds are to be applied either--

          o    to restore the mortgaged real property; or

          o    towards payment of the mortgage loan.

          If any mortgaged real property (other than the Westchester Mortgaged
Property) is acquired by the trust through foreclosure, deed in lieu of
foreclosure or otherwise following a default on the related mortgage loan, the
special servicer will be required to maintain for that property generally the
same types of insurance policies providing coverage in the same amounts as were
previously required under the related mortgage loan. The special servicer will
not be required to obtain any insurance for an REO Property that was previously
required under the related mortgage if (a) such insurance is not available at
any rate; or (b) subject to the rights of and consultation with the controlling
class representative, such insurance is not available at commercially reasonable
rates and the subject hazards are not commonly insured against by prudent owners
of similar real properties in similar locales.

          The master servicer and the special servicer may each satisfy its
obligations regarding maintenance of the hazard insurance policies referred to
in this prospectus supplement by maintaining a blanket insurance policy insuring
against hazard losses on all of the mortgage loans for which it is responsible.
If any blanket insurance policy maintained by the master servicer or special
servicer contains a deductible clause, however, the master servicer or the
special servicer, as the case may be, will be required, in the event of a
casualty covered by that policy, to pay out of its own funds all sums that--

          o    are not paid because of the deductible clause; and

          o    would have been paid if an individual hazard insurance policy
               referred to above had been in place.

          The applicable originator and its successors and assigns are the
beneficiaries under separate title insurance policies with respect to each
mortgage loan. It is expected that each title insurer will enter into
co-insurance and reinsurance arrangements with respect to the title insurance
policy as are customary in the title insurance industry. Subject to standard
exceptions, including those regarding claims made in the context of insolvency
proceedings, each title insurance policy will provide coverage to the trustee
for the benefit of the certificateholders for claims made against the trustee
regarding the priority and validity of the borrower's title to the subject
mortgaged real property.

          The MLMT Series 2005-MCP1 pooling and servicing agreement imposes
generally similar but not identical requirements on the MLMT Series 2005-MCP1
master servicer and special servicer with respect to maintaining insurance with
respect to the Westchester Trust Mortgage Loan and any Westchester REO Property.

ASSESSMENTS OF PROPERTY CONDITION

          Property Inspections. Generally, all of the mortgaged real properties
for the mortgage loans, were inspected in connection with the origination or
acquisition of the related mortgage loan to assess their general


                                      S-99



condition. No inspection revealed any patent structural deficiency or any
deferred maintenance considered material and adverse to the interests of the
holders of the offered certificates, except in such cases where adequate
reserves have been established.

          Appraisals. All of the mortgaged real properties for the mortgage
loans, were appraised by a state certified appraiser or an appraiser belonging
to the Appraisal Institute in accordance with the Federal Institutions Reform,
Recovery and Enforcement Act of 1989. The primary purpose of each of those
appraisals was to provide an opinion of the fair market value of the related
mortgaged real property. There can be no assurance that another appraiser would
have arrived at the same opinion of value. The resulting appraised values are
shown on Annex A-1 to this prospectus supplement.

          Environmental Assessments. A third-party environmental consultant
conducted a Phase I environmental site assessment, or updated a previously
conducted assessment (which update may have been pursuant to a database update),
with respect to all of the mortgaged real properties securing the mortgage loans
during the 12-month period ending on the cut-off date. In the case of five (5)
mortgaged real properties securing four (4) separate mortgage loans (loan
numbers 10, 24, 42 and 52), representing approximately 3.8% of the initial
mortgage pool balance, a third-party consultant also conducted a Phase II
environmental site assessment of each such mortgaged real property. The
environmental testing at any particular mortgaged real property did not
necessarily cover all potential environmental issues. For example, tests for
radon, lead-based paint and lead in water were generally performed only at
multifamily rental properties and only when the originator of the related
mortgage loan believed this testing was warranted under the circumstances.

          If the environmental investigations described above identified
material adverse or potentially material adverse environmental conditions at or
with respect to any of the respective mortgaged real properties securing a
mortgage loan or at a nearby property with potential to affect a mortgaged real
property, then one of the following occurred:

          o    an environmental consultant investigated those conditions and
               recommended no further investigations or remediation; or

          o    an operation and maintenance plan or other remediation was
               required and/or an escrow reserve was established to cover the
               estimated costs of obtaining that plan and/or effecting that
               remediation; or

          o    those conditions were remediated or abated prior to the closing
               date; or

          o    a letter was obtained from the applicable regulatory authority
               stating that no further action was required; or

          o    an environmental insurance policy was obtained, a letter of
               credit was provided, an escrow reserve account was established,
               another party has acknowledged responsibility, or an indemnity
               from the responsible party was obtained to cover the estimated
               costs of any required investigation, testing, monitoring or
               remediation; or

          o    in those cases where an offsite property is the location of a
               leaking underground storage tank or groundwater or soil
               contamination, a responsible party has been identified under
               applicable law, and generally either--

               1.   that condition is not known to have affected the mortgaged
                    real property; or

               2.   the responsible party has either received a letter from the
                    applicable regulatory agency stating no further action is
                    required, established a remediation fund, engaged in
                    responsive remediation, or provided an indemnity or guaranty
                    to the borrower; or


                                      S-100



               3.   an environmental insurance policy was obtained (which was
                    not a secured creditor policy).

          In some cases, the identified condition related to the presence of
asbestos-containing materials, lead-based paint, mold, and/or radon. Where these
substances were present, the environmental consultant often recommended, and the
related loan documents required--

          o    the establishment of an operation and maintenance plan to address
               the issue, or

          o    in some cases involving asbestos-containing materials, lead-based
               paint, mold and/or radon, an abatement or removal program or a
               long-term testing program.

          In a few cases, the particular asbestos-containing materials,
lead-based paint, mold and/or radon was in need of repair or other remediation.
This could result in a claim for damages by any party injured by that condition.
In certain cases, the related lender did not require the establishment of an
operation and maintenance plan despite the identification of issues involving
asbestos-containing materials and/or lead-based paint.

          In some cases, the environmental consultant did not recommend that any
action be taken with respect to a potentially material adverse environmental
condition at a mortgaged real property securing a mortgage loan, because a
responsible party with respect to that condition had already been identified.
There can be no assurance, however, that such a responsible party will be
financially able to address the subject condition.

          In some cases where the environmental consultant recommended specific
remediation of an adverse environmental condition, the related originator of a
mortgage loan required the related borrower generally:

          o    to carry out the specific remedial measures prior to closing;

          o    carry out the specific remedial measures post-closing and, if
               deemed necessary by the related originator of the subject
               mortgage loan, deposit with the lender a cash reserve in an
               amount generally equal to 100% to 125% of the estimated cost to
               complete the remedial measures; or

          o    to monitor the environmental condition and/or to carry out
               additional testing, in the manner and within the time frame
               specified in the related loan documents.

          Some borrowers under the mortgage loans have not satisfied all
post-closing obligations required by the related loan documents with respect to
environmental matters. There can be no assurance that recommended operations and
maintenance plans have been or will continue to be implemented.

          In some cases, the environmental assessment for a mortgaged real
property identified potential and, in some cases, significant environmental
issues at nearby properties. The resulting environmental report indicated,
however, that--

          o    the mortgaged real property had not been affected or had been
               minimally affected,

          o    the potential for the problem to affect the mortgaged real
               property was limited, or

          o    a person responsible for remediation had been identified.

          The information provided by us in this prospectus supplement regarding
environmental conditions at the respective mortgaged real properties is based on
the environmental site assessments referred to in this "--Environmental
Assessments" subsection and has not been independently verified by--

          o    us,

          o    any of the other parties to the pooling and servicing agreement,


                                      S-101



          o    any of the mortgage loan sellers,

          o    any of the underwriters, or

          o    the affiliates of any of these parties.

          There can be no assurance that the environmental assessments or
studies, as applicable, identified all environmental conditions and risks at, or
that any environmental conditions will not have a material adverse effect on the
value of or cash flow from, one or more of the mortgaged real properties.

          See "Risk Factors--Risks Related to the Mortgage Loans--Lending on
Income-Producing Real Properties Entails Environmental Risks" in this prospectus
supplement.

          Environmental Insurance. In the case of six (6) mortgage loans (69,
122, 125, 132, 133 and 135), representing approximately 0.8% of the initial
mortgage pool balance, the related mortgaged real properties are covered by
individual secured creditor impaired property environmental insurance policies.
In general, each policy insures the trust fund against losses resulting from
certain known and unknown environmental conditions in violation of applicable
environmental standards at the subject mortgaged real properties during the
applicable policy periods, which periods continue at least five years beyond the
maturity date of the mortgage loans to which they relate. Subject to certain
conditions and exclusions, each insurance policy, by its terms, generally
provides coverage, up to a maximum of 125% of the original loan balance, against
(i) losses resulting from default under the mortgage loans to which they relate
if on-site environmental conditions in violation of applicable environmental
standards are discovered at the mortgaged real properties during the policy
periods and no foreclosures of the mortgaged real properties have taken place,
(ii) losses from third-party claims against the trust during the policy periods
for bodily injury, property damage or clean-up costs resulting from
environmental conditions at or emanating from the mortgaged real properties, and
(iii) after foreclosure, costs of clean-up of environmental conditions in
violation of applicable environmental standards discovered during the policy
periods to the extent required by applicable law, including any court order or
other governmental directive.

          Engineering Assessments. In connection with the origination of the
mortgage loans, a licensed engineer inspected the related mortgaged real
properties to assess the structure, exterior walls, roofing, interior structure
and mechanical and electrical systems. The resulting reports indicated deferred
maintenance items and/or recommended capital improvements on the mortgaged real
properties. Generally, with respect to a majority of the mortgaged real
properties, where the engineer's recommended repairs, corrections or
replacements were deemed material by the related originator, the related
borrowers were required to carry out the necessary repairs, corrections or
replacements, and in some instances, to establish reserves, generally in an
amount ranging from 100% to 125% of the licensed engineer's estimated cost of
the recommended repairs, corrections or replacements to fund deferred
maintenance or replacement items that the reports characterized as in need of
prompt attention.

THE MORTGAGE LOAN SELLERS

          General. We did not originate any of the mortgage loans. We will
acquire those mortgage loans from the following entities:

          o    Merrill Lynch Mortgage Lending, Inc. - 50 mortgage loans,
               representing approximately 52.7% of the initial mortgage pool
               balance;

          o    Countrywide Commercial Real Estate Finance, Inc. - 40 mortgage
               loans, representing approximately 19.5% of the initial mortgage
               pool balance;

          o    IXIS Real Estate Capital Inc. - 22 mortgage loans, representing
               approximately 18.5% of the initial mortgage pool balance; and


                                      S-102



          o    PNC Bank, National Association - 23 mortgage loans, representing
               approximately 9.3% of the initial mortgage pool balance.

          The information set forth in this prospectus supplement concerning
each of the mortgage loan sellers has been provided by the respective mortgage
loan sellers, and neither we nor the underwriters make any representation or
warranty as to the accuracy or completeness of this information.

          Merrill Lynch Mortgage Lending, Inc. Merrill Lynch Mortgage Lending,
Inc. is a wholly-owned subsidiary of Merrill Lynch Mortgage Capital Inc., a
Delaware corporation whose principal office is located in New York, New York.
Merrill Lynch Mortgage Capital Inc. is an affiliate of Merrill Lynch Mortgage
Investors, Inc., which is the depositor, and affiliate of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, which is an underwriter, and offers a wide range of
investment banking services to its customers both domestically and
internationally. The business of Merrill Lynch, Pierce, Fenner & Smith
Incorporated is subject to regulation by various state and federal regulatory
authorities. As of December 26, 2004, Merrill Lynch Mortgage Capital Inc. and
its subsidiaries had total assets of approximately $18.6 billion.

          Countrywide Commercial Real Estate Finance, Inc. Countrywide
Commercial Real Estate Finance, Inc. is a California corporation with its
principal offices located in Calabasas, California. Countrywide Commercial Real
Estate Finance, Inc. is a wholly-owned direct subsidiary of Countrywide Capital
Markets, Inc., which is a wholly-owned direct subsidiary of Countrywide
Financial Corporation. Countrywide Financial Corporation, through its
subsidiaries, provides mortgage banking and diversified financial services in
domestic and international markets. Founded in 1969 and a member of the S&P 500
and Fortune 500, Countrywide Financial Corporation is headquartered in
Calabasas, California. Countrywide Commercial Real Estate Finance, Inc. is an
affiliate of Countrywide Securities Corporation. Countrywide Securities
Corporation is a registered broker-dealer specializing in underwriting, buying
and selling mortgage-backed debt securities.

          IXIS Real Estate Capital Inc. IXIS Real Estate Capital Inc. is a New
York corporation whose principal offices are located in New York, New York. IXIS
Real Estate Capital Inc. is a wholly-owned subsidiary of IXIS Capital Markets
North America Inc. IXIS Real Estate Capital Inc. is an affiliate of IXIS
Securities North America Inc., which is an underwriter.

          PNC Bank, National Association. PNC Bank, National Association is a
national banking association with its principal office in Pittsburgh,
Pennsylvania. PNC Bank, National Association's business is subject to
examination and regulation by United States federal banking authorities. Its
primary federal bank regulatory authority is the Office of the Comptroller of
the Currency. PNC Bank, National Association is a wholly-owned indirect
subsidiary of The PNC Financial Services Group, Inc., a Pennsylvania corporation
(PNC Financial), and is PNC Financial's principal bank subsidiary. PNC Financial
and its subsidiaries offer a wide range of commercial banking, retail banking
and trust and asset management services to its customers. As of December 31,
2004, PNC Bank, National Association had total consolidated assets representing
92.58% of PNC Financial's consolidated assets. PNC Bank, National Association is
an affiliate of PNC Capital Markets, Inc., which is an underwriter. Midland Loan
Services, Inc., the initial master servicer, is a wholly-owned subsidiary of PNC
Bank, National Association.

ASSIGNMENT OF THE MORTGAGE LOANS

          On or before the date of initial issuance of the offered certificates,
each mortgage loan seller will transfer its mortgage loans to us, and we will
then transfer all the mortgage loans to the trust. In each case, the transferor
will assign the subject mortgage loans, without recourse, to the transferee.


                                      S-103



          In connection with the foregoing transfers, the related mortgage loan
seller will be required to deliver the following documents, among others, to the
trustee with respect to each of the mortgage loans (other than the Westchester
Trust Mortgage Loan)--

          o    either:

               1.   the original promissory note, endorsed without recourse to
                    the order of the trustee or in blank; or

               2.   if the original promissory note has been lost, a copy of
                    that note, together with a lost note affidavit and
                    indemnity;

          o    the original or a copy of the related mortgage instrument,
               together with originals or copies of any intervening assignments
               of that instrument, in each case, unless the particular document
               has not been returned from the applicable recording office, with
               evidence of recording or certified by the applicable recording
               office;

          o    the original or a copy of any separate assignment of leases and
               rents, together with originals or copies of any intervening
               assignments of that instrument, in each case, unless the
               particular document has not been returned from the applicable
               recording office, with evidence of recording or certified by the
               applicable recording office;

          o    either:

               1.   a completed assignment of the related mortgage instrument in
                    favor of the trustee or in blank, in recordable form except
                    for completion of the assignee's name if delivered in blank
                    and except for missing recording information; or

               2.   a certified copy of that assignment as sent for recording;

          o    either:

               1.   a completed assignment of any separate related assignment of
                    leases and rents in favor of the trustee or in blank, in
                    recordable form except for completion of the assignee's name
                    if delivered in blank and except for missing recording
                    information; or

               2.   a certified copy of that assignment as sent for recording;

          o    an original or copy of the lender's policy or certificate of
               title insurance or, if a title insurance policy has not yet been
               issued or located, a commitment for title insurance, 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;

          o    in those cases where applicable, the original or a copy of the
               related ground lease;

          o    originals or copies of any consolidation, assumption,
               substitution and modification agreements in those instances where
               the terms or provisions of the related mortgage instrument or
               promissory note have been consolidated or modified or the subject
               mortgage loan has been assumed; and

          o    a copy of any related letter of credit (the original of which
               will be required to be delivered to the master servicer).

provided that mortgage loan seller may deliver certain documents, including
those identified in the third, fourth and fifth bullets, within the 30-day
period following the date of which is issuance of the offered certificates.


                                      S-104



          The related mortgage loan seller has represented to us that the above
loan documents (to the extent applicable), among others, with respect to the
Westchester Trust Mortgage Loans (with the exception of the original mortgage
note evidencing mortgage loan) have been delivered to the trustee under the MLMT
Series 2005-MCP1 pooling and servicing agreement in accordance with that
agreement. In the case of that mortgage loan, the related mortgage loan seller
will be required to deliver to the trustee only the related original mortgage
note, together with a copy of the Westchester Intercreditor Agreement and the
MLMT Series 2005-MCP1 pooling and servicing agreement.

          The trustee, either directly or through a custodian, is required to
hold all of the documents delivered to it with respect to the mortgage loans, in
trust for the benefit of the certificateholders. Within a specified period of
time following that delivery, the trustee, directly or through a custodian, will
be further required to conduct a review of those documents. The scope of the
trustee's review of those documents will, in general, be limited solely to
confirming that those documents have been received. None of the trustee, the
fiscal agent, the master servicer, the special servicer or any custodian is
under any duty or obligation to inspect, review or examine any of the documents
relating to the mortgage loans to determine whether the document is valid,
effective, enforceable, in recordable form or otherwise appropriate for the
represented purpose.

          If--

          o    any of the above-described documents required to be delivered by
               the respective mortgage loan sellers to the trustee is not
               delivered or is otherwise defective in the manner contemplated by
               the pooling and servicing agreement; and

          o    that omission or defect materially and adversely affects the
               value of, or the interests of the certificateholders in, the
               subject loan,

then the omission or defect will constitute a material document defect as to
which the certificateholders will have the rights against us described below
under "--Repurchases and Substitutions", provided that no document defect (other
than with respect to a mortgage note, mortgage, title insurance policy, ground
lease or any letter of credit) will be considered to materially and adversely
affect the interests of the certificateholders or the value of the related
mortgage loan unless the document with respect to which the document defect
exists is required in connection with an enforcement of the lender's rights or
remedies under the related mortgage loan, defending any claim asserted by any
borrower or third party with respect to the mortgage loan, establishing the
validity or priority of any lien on any collateral securing the mortgage loan or
for any servicing obligations.

          Within a specified period following the later of--

          o    the date on which the offered certificates are initially issued;
               and

          o    the date on which all recording information necessary to complete
               the subject document is received by the trustee,

the trustee or one or more independent third-party contractors retained at the
expense of the mortgage loan sellers must submit for recording in the real
property records of the applicable jurisdiction each of the assignments of
recorded loan documents in the trustee's favor described above. Because most of
the mortgage loans are newly originated, many of those assignments cannot be
completed and recorded until the related mortgage and/or assignment of leases
and rents, reflecting the necessary recording information, is returned from the
applicable recording office.


                                      S-105



REPRESENTATIONS AND WARRANTIES

          In each mortgage loan purchase agreement, the applicable mortgage loan
seller has represented and warranted with respect to each mortgage loan (subject
to certain exceptions specified in each mortgage loan purchase agreement), as of
the issuance date, or as of such other date specifically provided in the
representation and warranty, among other things, generally that:

          (a)  The information relating to the mortgage loan set forth in the
               loan schedule attached to the related mortgage loan purchase
               agreement will be true and correct in all material respects as of
               the cut-off date.

          (b)  Immediately prior to its transfer and assignment of the mortgage
               loan, it had good title to, and was the sole owner of, the
               mortgage loan.

          (c)  The related mortgage instrument is a valid and, subject to the
               exceptions and limitations on enforceability set forth in clause
               (d) below, enforceable first priority lien upon the related
               mortgaged real property, prior to all other liens and there are
               no other liens and/or encumbrances that are pari passu with the
               lien of the mortgage, in any event subject, however, to the
               Permitted Encumbrances, which Permitted Encumbrances do not,
               individually or in the aggregate, materially interfere with the
               security intended to be provided by the related mortgage, the
               current principal use of the related mortgaged real property, the
               value of the mortgaged real property or the current ability of
               the related mortgaged real property to generate income sufficient
               to service the mortgage loan.

          (d)  The promissory note, the mortgage instrument and each other
               agreement executed by or on behalf of the related borrower in
               connection with the mortgage loan is the legal, valid and binding
               obligation of the related borrower, subject to any non-recourse
               provisions contained in any of the foregoing agreements and any
               applicable state anti-deficiency or market value limit deficiency
               legislation. In addition, each of the foregoing documents is
               enforceable against the related borrower in accordance with its
               terms, except as enforcement may be limited by (1) bankruptcy,
               insolvency, reorganization, receivership, fraudulent transfer and
               conveyance or other similar laws affecting the enforcement of
               creditors' rights generally, (2) general principles of equity,
               regardless of whether such enforcement is considered in a
               proceeding in equity or at law, and (3) public policy
               considerations regarding provisions purporting to provide
               indemnification for securities law violations, except that
               certain provisions in those documents may be further limited or
               rendered unenforceable by applicable law, but, subject to the
               limitations set forth in the foregoing clauses (1), (2) and (3),
               such limitations or unenforceability will not render those loan
               documents invalid as a whole or substantially interfere with the
               lender's realization of the principal benefits and/or security
               provided thereby.

          (e)  It has not received notice and has no actual knowledge, of any
               proceeding pending for the condemnation of all or any material
               portion of the mortgaged real property for the mortgage loan.

          (f)  There exists an American Land Title Association or equivalent
               form of the lender's title insurance policy (or, if the title
               policy has yet to be issued, a pro forma policy or a marked up
               title insurance commitment binding on the title insurer) on which
               the required premium has been paid, insuring the first priority
               lien of the related mortgage instrument or, if more than one,
               mortgage instruments, in the original principal amount of the
               mortgage loan after all advances of principal, subject only to
               Permitted Encumbrances, which Permitted Encumbrances do not,
               individually or in the aggregate, materially interfere with the
               security intended to be provided by the related mortgage, the
               current principal use of the related mortgaged real property, the
               value of the mortgaged real property or the current ability of
               the related mortgaged real property to generate income sufficient
               to service the mortgage loan.


                                      S-106



          (g)  The proceeds of the mortgage loan have been fully disbursed,
               except in those cases where the full amount of the mortgage loan
               has been disbursed, but a portion of the proceeds is being held
               in escrow or reserve accounts pending satisfaction of specific
               leasing criteria, repairs or other matters with respect to the
               related mortgaged real property, and there is no requirement for
               future advances under the mortgage loan.

          (h)  If the related mortgage instrument is a deed of trust, a trustee,
               duly qualified under applicable law, has either been properly
               designated and currently so serves or may be substituted in
               accordance with the deed of trust and applicable law.

          (i)  Except as identified in the engineering report prepared by an
               independent engineering consultant obtained in connection with
               the origination of the mortgage loan, to its knowledge, the
               related mortgaged real property is in good repair and free and
               clear of any damage that would materially and adversely affect
               its value as security for the mortgage loan, except in any such
               case where an escrow of funds, letter of credit or insurance
               coverage exists sufficient to effect the necessary repairs and
               maintenance.

REPURCHASES AND SUBSTITUTIONS

          In the case of (i) a breach of any of the loan-specific
representations and warranties in any mortgage loan purchase agreement that
materially and adversely affects the value of a mortgage loan or the interests
of the certificateholders in that mortgage loan or (ii) a material document
defect as described above under "--Assignment of the Mortgage Loans", the
applicable mortgage loan seller, if it does not cure such breach or defect in
all material respects within a period of 90 days following its receipt of notice
thereof, is obligated pursuant to the applicable mortgage loan purchase
agreement (the relevant rights under which have been assigned by us to the
trustee) to either substitute a qualified substitute mortgage loan (so long as
that substitution is effected prior to the second anniversary of the Closing
Date) and pay any substitution shortfall amount or to repurchase the affected
mortgage loan within such 90-day period at the purchase price described below;
provided that, unless the breach or defect would cause the mortgage loan not to
be a qualified mortgage within the meaning of section 860G(a)(3) of the Code,
the applicable mortgage loan seller generally has an additional 90-day period to
cure such breach or defect if it is diligently proceeding with such cure. Each
mortgage loan seller is solely responsible for its repurchase or substitution
obligation, and such obligations will not be our responsibility. The purchase
price at which a mortgage loan seller will be required to repurchase a mortgage
loan as to which there remains an uncured material breach or material document
defect, as described above, will be generally equal to the sum (without
duplication) of--

          o    the unpaid principal balance of that mortgage loan at the time of
               purchase, plus

          o    all unpaid interest due and accrued with respect to that mortgage
               loan at its mortgage interest rate to, but not including, the due
               date in the collection period of purchase (exclusive of any
               portion of that interest that constitutes Additional Interest),
               plus

          o    all unpaid interest accrued on Advances made under the pooling
               and servicing agreement with respect to that mortgage loan, plus

          o    all unreimbursed servicing advances made under the pooling and
               servicing agreement with respect to that mortgage loan, plus

          o    any reasonable costs and expenses, including, but not limited to,
               the cost of any enforcement action, incurred by the master
               servicer, the special servicer, the trustee or the trust fund in
               connection with any such purchase by a mortgage loan seller (to
               the extent not included in the preceding bullet), plus


                                      S-107



          o    other Additional Trust Fund Expenses related to that mortgage
               loan, including special servicing fees, plus

          o    if the circumstances (which are discussed under "Servicing of the
               Mortgage Loans--Servicing and Other Compensation and Payment of
               Expenses--The Principal Recovery Fee") under which a principal
               recovery fee would be payable to the special servicer are
               present, a principal recovery fee.

          If (i) any mortgage loan is required to be repurchased or substituted
for in the manner described above, (ii) such mortgage loan is then a Crossed
Loan, and (iii) the applicable document defect (including any omission) or
breach of a representation and warranty does not constitute a defect or breach,
as the case may be, as to any other Crossed Loan in such Crossed Group (without
regard to this paragraph), then the applicable defect or breach, as the case may
be, will be deemed to constitute a defect or breach, as the case may be, as to
any other Crossed Loan in the Crossed Group for purposes of this paragraph, and
the related mortgage loan seller will be required to repurchase or substitute
for such other Crossed Loan(s) in the related Crossed Group unless (A) the
weighted average debt service coverage ratio for all the remaining related
Crossed Loans for the four calendar quarters immediately preceding the
repurchase or substitution is not less than the weighted average debt service
coverage ratio for all such related Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding the
repurchase or substitution; and (B) the weighted average loan-to-value ratio of
the remaining related Crossed Loans determined at the time of repurchase or
substitution, based upon an appraisal obtained by the special servicer, is not
greater than the weighted average loan-to-value ratio for all such Crossed Loans
(including the affected Crossed Loan) at that time. In the event that one or
more of such other Crossed Loans satisfy the aforementioned criteria, the
mortgage loan seller may elect either to repurchase or substitute for only the
affected Crossed Loan as to which the related breach or defect exists or to
repurchase or substitute for all of the Crossed Loans in the related Crossed
Group.

          To the extent that the related mortgage loan seller repurchases or
substitutes only for an affected Crossed Loan as described in the immediately
preceding paragraph while the trustee continues to hold any related Crossed
Loans, we and the related mortgage loan seller will agree in the related
mortgage loan purchase agreement to forbear from enforcing any remedies against
the other's Primary Collateral, but each is permitted to exercise remedies
against the Primary Collateral securing its respective affected Crossed Loans,
so long as such exercise does not materially impair the ability of the other
party to exercise its remedies against its Primary Collateral. If the exercise
of remedies by one party would materially impair the ability of the other party
to exercise its remedies with respect to the Primary Collateral securing the
Crossed Loans held by such party, then both parties have agreed in the related
mortgage loan purchase agreement to forbear from exercising such remedies until
the loan documents evidencing and securing the relevant mortgage loans can be
modified to remove the threat of material impairment as a result of the exercise
of remedies.

          Notwithstanding the foregoing discussion, if any mortgage loan is
otherwise required to be repurchased or substituted for in the manner described
above, as a result of a document defect or breach with respect to one or more
mortgaged real properties that secure a mortgage loan that is secured by
multiple properties, the related mortgage loan seller will not be required to
effect a repurchase or substitution of the subject mortgage loan if--

          o    the affected mortgaged real property(ies) may be released
               pursuant to the terms of any partial release provisions in the
               related loan documents and such mortgaged real property(ies) are,
               in fact, released,

          o    the remaining mortgaged real property(ies) satisfy the
               requirements, if any, set forth in the loan documents and the
               applicable mortgage loan seller provides 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


                                      S-108



               under the Code or result in the imposition of any tax on
               prohibited transactions or contributions after the startup day of
               either REMIC I or REMIC II under the Code, and

          o    the related mortgage loan seller obtains written confirmation
               from each applicable rating agency that the release will not
               result in a qualification, downgrade or withdrawal of any of the
               then-current ratings of the offered certificates.

          Except with respect to breaches of certain representations regarding
the borrower's obligation to pay certain costs (in respect of which the remedy
is the payment of costs), the foregoing substitution or repurchase obligation
constitutes the sole remedy available to the certificateholders and the trustee
for any uncured material breach of any mortgage loan seller's representations
and warranties or material document defects regarding its mortgage loans. There
can be no assurance that the applicable mortgage loan seller will have the
financial resources to repurchase any mortgage loan at any particular time. Each
mortgage loan seller is the sole warranting party in respect of the mortgage
loans sold to us by such mortgage loan seller, and neither we nor any of our
affiliates will be obligated to substitute or repurchase any such affected
mortgage loan in connection with a material breach of a mortgage loan seller's
representations and warranties or material document defects if such mortgage
loan seller defaults on its obligation to do so.

CHANGES IN MORTGAGE POOL CHARACTERISTICS

          The description in this prospectus supplement of the mortgage pool is
based upon the mortgage pool as it is expected to be constituted at the time the
offered certificates are issued, with adjustments for the monthly debt service
payments due on the mortgage loans on or before the cut-off date. Prior to the
issuance of the offered certificates, one or more mortgage loans may be removed
from the mortgage pool if we consider the removal necessary or appropriate. A
limited number of other mortgage loans may be included in the mortgage pool
prior to the issuance of the offered certificates, unless including those
mortgage loans would materially alter the characteristics of the mortgage pool
as described in this prospectus supplement. We believe that the information in
this prospectus supplement will be generally representative of the
characteristics of the mortgage pool as it will be constituted at the time the
offered certificates are issued; however, the range of mortgage interest rates
and maturities, as well as the other characteristics of the mortgage loans
described in this prospectus supplement, may vary, and the actual initial
mortgage pool balance may be as much as 5% larger or smaller than the initial
mortgage pool balance specified in this prospectus supplement.

          A current report on Form 8-K will be available to purchasers of the
offered certificates on or shortly after the date of initial issuance of the
offered certificates. That current report on Form 8-K will be filed, together
with the pooling and servicing agreement, with the Securities and Exchange
Commission within 15 days after the initial issuance of the offered
certificates. If mortgage loans are removed from or added to the mortgage pool,
that removal or addition will be noted in that current report on Form 8-K.

                         SERVICING OF THE MORTGAGE LOANS

GENERAL

          The servicing of the mortgage loans in the trust (other than the
Westchester Trust Mortgage Loan) will be governed by the pooling and servicing
agreement. This section contains summary descriptions of some of the provisions
of the pooling and servicing agreement relating to the servicing and
administration of the mortgage loans (other than the Westchester Trust Mortgage
Loan) and any real estate owned by the trust (which will not include the
Westchester REO Property). You should also refer to the accompanying prospectus,
in particular the section captioned "Description of the Governing Documents" for
additional important information regarding


                                      S-109



provisions of the pooling and servicing agreement that relate to the rights and
obligations of the master servicer and the special servicer.

          The pooling and servicing agreement provides that the master servicer
and the special servicer must each service and administer the mortgage loans
(excluding the Westchester Trust Mortgage Loan) and any real estate owned by the
trust for which it is responsible (which will not include the Westchester REO
Property), directly or through sub-servicers, in accordance with--

          o    any and all applicable laws; and

          o    the express terms of the pooling and servicing agreement and the
               respective mortgage loans.

          Furthermore, to the extent consistent with the preceding paragraph,
the master servicer and the special servicer must each service and administer
the mortgage loans and any real estate owned by the trust for which it is
responsible in accordance with the Servicing Standard.

          In general, the master servicer will be responsible for the servicing
and administration of--

          o    all mortgage loans (excluding the Westchester Trust Mortgage
               Loan) as to which no Servicing Transfer Event has occurred; and

          o    all worked out mortgage loans as to which no new Servicing
               Transfer Event has occurred.

          The special servicer, on the other hand, will be responsible for the
servicing and administration of each mortgage loan (excluding the Westchester
Trust Mortgage Loan) as to which a Servicing Transfer Event has occurred and
which has not yet been worked out with respect to that Servicing Transfer Event.
The special servicer will also be responsible for the administration of each
mortgaged real property that has been acquired by the trust with respect to a
defaulted mortgage loan through foreclosure, deed-in-lieu of foreclosure or
otherwise.

          Despite the foregoing, the pooling and servicing agreement will
require the master servicer to continue to receive payments and prepare certain
reports to the trustee required to be prepared with respect to any specially
serviced mortgage loans being serviced under the pooling and servicing agreement
and, otherwise, to render other incidental services with respect to any
specially serviced mortgage loans and REO Properties being serviced and
administered under the pooling and servicing agreement. Neither the master
servicer nor the special servicer will have responsibility for the performance
by the other of its respective obligations and duties under the pooling and
servicing agreement.

          The master servicer will transfer servicing of a mortgage loan
serviced by it to the special servicer upon the occurrence of a Servicing
Transfer Event with respect to that mortgage loan. The special servicer will
return the servicing of that mortgage loan to the master servicer, and that
mortgage loan will be considered to have been worked out, if and when all
Servicing Transfer Events with respect to that mortgage loan cease to exist as
described in the definition of "Servicing Transfer Event' in the glossary to
this prospectus supplement, in which event that mortgage loan would be
considered to be a worked out mortgage loan.

          As indicated above, the Westchester Trust Mortgage Loan will not be
serviced under the pooling and servicing agreement. Under the terms of the
Westchester Intercreditor Agreement, for so long as the Westchester Pari Passu
Non-Trust Loan is part of the Merrill Lynch Mortgage Trust Series 2005-MCP1
commercial mortgage securitization, which we refer to in this prospectus
supplement as MLMT Series 2005-MCP1, the Westchester Loan Combination will be
serviced and administered by the MLMT Series 2005-MCP1 master servicer and
special servicer, in accordance with the MLMT Series 2005-MCP1 pooling and
servicing agreement. The discussion below regarding servicing generally relates
solely to the servicing of the mortgage loans in the trust, exclusive of the
Westchester Trust Mortgage Loan, under the pooling and servicing agreement. The
servicing


                                      S-110



arrangements under the MLMT Series 2005-MCP1 pooling and servicing agreement are
generally similar but not identical to those under the pooling and servicing
agreement.

          Notwithstanding the foregoing, the Westchester Intercreditor Agreement
provides that if the Westchester Pari Passu Non-Trust Loan is no longer a part
of the trust fund for the MLMT Series 2005-MCP1 securitization, the Westchester
Loan Combination will be serviced under the pooling and servicing agreement for
our series 2005-CIP1 certificates.

THE MASTER SERVICER AND THE SPECIAL SERVICER

          The Master Servicer. Midland Loan Services, Inc., a Delaware
corporation, in its capacity as master servicer under the pooling and servicing
agreement, will be responsible for servicing the mortgage loans (other than the
Westchester Trust Mortgage Loan) that are not specially serviced mortgage loans
and will not be responsible for servicing REO Properties. Although the master
servicer will be authorized to employ agents, including sub-servicers, to
service the mortgage loans or perform certain servicing functions for which it
will be responsible, the master servicer will remain liable for its servicing
obligations under the pooling and servicing agreement.

          Midland Loan Services, Inc. is a wholly-owned subsidiary of PNC Bank,
National Association, one of the mortgage loan sellers, and an affiliate of PNC
Capital Markets, Inc., one of the underwriters. PNC Bank, National Association
and PNC Capital Markets, Inc. are both wholly-owned subsidiaries of The PNC
Financial Services Group, Inc. Midland is a real estate financial services
company that provides loan servicing and asset management for large pools of
commercial and multifamily real estate assets. Midland's principal offices are
located at 10851 Mastin Street, Building 82, Suite 700, Overland Park, Kansas
66210.

          As of June 30, 2005, Midland was servicing approximately 15,879
commercial and multifamily loans with a principal balance of approximately
$118.8 billion. The collateral for such loans is located in all 50 states, the
District of Columbia, Puerto Rico, Guam and Canada. Approximately 10,603 of such
loans, with a total principal balance of approximately $84.3 billion, pertain to
commercial and multifamily mortgage-backed securities. The related loan pools
include multifamily, office, retail, hospitality and other income-producing
properties. As of June 30, 2005, Midland was named the special servicer in
approximately 97 commercial mortgage-backed securities transactions with an
aggregate outstanding principal balance of approximately $60.9 billion. With
respect to such transactions as of such date, Midland was administering
approximately 106 assets with an outstanding principal balance of approximately
$894.0 million.

          Property type concentrations within the portfolio include multifamily,
office, retail, hospitality and other types of income producing properties.
Midland also provides commercial loan servicing for newly-originated loans and
loans acquired in the secondary market for financial institutions, private
investors and issuers of commercial and multifamily mortgage-backed securities.

          Midland is approved as a master servicer, special servicer and primary
servicer for investment-grade rated commercial and multifamily mortgage-backed
securities by DBRS, Fitch, Moody's and S&P. Midland has received the highest
rankings as a master, primary and special servicer from both Fitch and S&P. S&P
ranks Midland as "Strong" and Fitch ranks Midland as "1" for each category.

          Midland currently maintains an Internet-based investor reporting
system, CMBS Investor Insight(R), that contains updated performance information
at the portfolio, loan and property levels on the various commercial
mortgage-backed securities transactions that it services. Certificateholders,
prospective transferees and other appropriate parties may obtain access to CMBS
Investor Insight(R) through Midland's website, "www.midlandls.com". Midland may
require registration and the execution of an access agreement in connection


                                      S-111



with providing access to CMBS Investor Insight(R). Specific questions about
portfolio, loan and property performance may be sent to Midland via e-mail at
askmidland@midlandls.com.

          The information set forth in this prospectus supplement concerning
Midland Loan Services, Inc. has been provided by it. Neither we nor any
underwriter makes any representation or warranty as to the accuracy or
completeness of this information.

          The Special Servicer. LNR Partners, Inc., a Florida corporation and a
subsidiary of LNR Property Holdings Ltd, (LNR Ltd), will act as special servicer
with respect to the mortgage pool (other than the Westchester Trust Mortgage
Loan) and any related REO Properties. The principal executive offices of Lennar
are located at 1601 Washington Avenue, Miami Beach, Florida 33139, and its
telephone number is (305) 695-5600.

          LNR Ltd., through its subsidiaries, affiliates and joint ventures, is
involved in the real estate investment, finance and management business and
engages principally in:

          o    acquiring, developing, repositioning, managing and selling
               commercial and multifamily residential real estate properties,

          o    investing in high-yielding real estate loans, and

          o    investing in, and managing as special servicer, unrated and
               non-investment grade rated commercial mortgage-backed securities.

          LNR Partners, Inc. and its affiliates have regional offices located
across the country in Florida, Georgia, Oregon, Texas, Massachusetts, North
Carolina and California, and in Europe in London, England, Paris, France and
Munich, Germany. As of May 31, 2005, Lennar and its affiliates were managing a
portfolio which included an original count of approximately 16,000 assets in all
50 states and in Europe with an original face value of $130 billion, all of
which are commercial real estate assets representing 140 securitization
transactions, for which LNR Partners, Inc. acts as special servicer. LNR
Partners, Inc. and its affiliates own and are in the business of acquiring
assets similar in type to the assets of the trust. Accordingly, the assets of
LNR Partners, Inc. and its affiliates may, depending upon the particular
circumstances including the nature and location of such assets, compete with the
mortgaged real properties securing the underlying mortgage loans for tenants,
purchasers, financing and so forth.

          The information set forth in this prospectus supplement concerning
Lennar and LNR has been provided by them. Neither we nor any underwriter makes
any representation or warranty as to the accuracy or completeness of this
information.

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

          The Master Servicing Fee. The principal compensation to be paid to the
master servicer with respect to its master servicing activities will be the
master servicing fee.

          The master servicing fee:

          o    will be earned with respect to each and every mortgage loan in
               the trust, including--

               1.   the Westchester Trust Mortgage Loan;

               2.   each specially serviced mortgage loan, if any; and

               3.   each mortgage loan, if any, as to which the corresponding
                    mortgaged real property has become REO Property; and


                                      S-112



          o    in the case of each mortgage loan, will--

               1.   be calculated on the same interest accrual basis as that
                    mortgage loan, which will be either a 30/360 Basis or an
                    Actual/360 Basis (except in the case of partial periods of
                    less than a month, when it will be calculated on the basis
                    of the actual number of days elapsed in that partial period
                    and a 360-day year);

               2.   accrue at the related master servicing fee rate;

               3.   accrue on the same principal amount as interest accrues or
                    is deemed to accrue from time to time with respect to that
                    mortgage loan; and

               4.   be payable (a) monthly from amounts received with respect to
                    interest on that mortgage loan and/or (b) if the subject
                    mortgage loan and any related REO Property has been
                    liquidated, out of general collections on the mortgage pool.

          For purposes of this prospectus supplement, master servicing fees
include primary servicing fees. The master servicer will be the primary servicer
for certain of the mortgage loans.

          Subject to certain conditions, Midland Loan Services, Inc. is
entitled, under the pooling and servicing agreement, to receive, or to assign or
pledge to any qualified institutional buyer or institutional accredited investor
(other than a Plan), the excess servicing strip, which is a portion of the
master servicing fee. If Midland resigns or is terminated as master servicer, it
(or its assignee) will continue to be entitled to receive the excess servicing
strip and will be paid that excess servicing strip (except to the extent that
any portion of that excess servicing strip is needed to compensate any successor
master servicer for assuming the duties of Midland as master servicer under the
pooling and servicing agreement). We make no representation or warranty
regarding whether, following any resignation or termination of Midland as master
servicer, (a) any holder of the excess servicing strip would dispute the
trustee's determination that any portion of the excess servicing strip was
necessary to compensate a successor master servicer or (b) the ability of the
trustee to successfully recapture the excess servicing strip or any portion of
that strip from any holder of the excess servicing strip, in particular if that
holder were the subject of a bankruptcy or insolvency proceeding.

          Investment Income. The master servicer will be authorized, but not
required, to invest or direct the investment of funds held in its collection
account, or in any and all accounts maintained by it that are escrow and/or
reserve accounts, only in Permitted Investments. See "--Collection Account"
below. The master servicer will be entitled to retain any interest or other
income earned on those funds, in general, and will be required (subject to
certain exceptions set forth in the pooling and servicing agreement) to cover
any losses of principal from its own funds.

          The special servicer will be authorized, but not required, to invest
or direct the investment of funds held in its REO account in Permitted
Investments. See "--REO Properties" below. The special servicer will be entitled
to retain any interest or other income earned on those funds, in general, and
will be required (subject to certain exceptions set forth in the pooling and
servicing agreement) to cover any losses of principal from its own funds without
any right to reimbursement.

          Prepayment Interest Shortfalls. The pooling and servicing agreement
provides that, if any Prepayment Interest Shortfalls are incurred by reason of
voluntary principal prepayments being made by borrowers with respect to any
mortgage loans (including the Westchester Trust Mortgage Loan) during any
collection period (other than principal prepayments made out of insurance
proceeds, condemnation proceeds or liquidation proceeds), the master servicer
must make a nonreimbursable payment with respect to the related distribution
date in an amount equal to the lesser of:

          o    the total amount of those Prepayment Interest Shortfalls; and


                                      S-113



          o    the sum of the following components of the master servicer's
               total servicing compensation for that same collection period--

               1.   that portion of the master servicing fees that represents an
                    accrual at a rate of 0.01% per annum; and

               2.   the total amount of Prepayment Interest Excesses that were
                    collected during the subject collection period;

provided, however, that if a Prepayment Interest Shortfall occurs as a result of
the master servicer's allowing the related borrower to deviate from the terms of
the related loan documents regarding principal prepayments (other than (a)
subsequent to a material default under the related loan documents, (b) pursuant
to applicable law or a court order, or (c) at the request or with the consent of
the special servicer or the controlling class representative), then, for
purposes of determining the payment that the master servicer is required to make
to cover that Prepayment Interest Shortfall, the reference to "master servicing
fee" in clause (1) of the second bullet of this paragraph will be construed to
include the entire master servicing fee payable to the master servicer for that
same collection period, inclusive of any portion payable to a third-party
primary servicer, and the amount of any investment income earned by the master
servicer on the related principal prepayment while on deposit in the master
servicer's collection account. The MLMT Series 2005-MCP1 master servicer will
not be required to make any compensating interest payments to cover Prepayment
Interest Shortfalls on the Westchester Trust Mortgage Loan. Without the consent
of the special servicer, the master servicer may not allow a borrower to deviate
from the terms of the related loan documents regarding voluntary principal
prepayments (other than with respect to principal prepayments made out of
insurance proceeds, condemnation proceeds or liquidation proceeds) if a
Prepayment Interest Shortfall would occur as a result of the deviation.

          No other master servicing compensation will be available to cover
Prepayment Interest Shortfalls, and the master servicer's obligation to make
payments to cover Prepayment Interest Shortfalls in respect of a particular
collection period will not carry over to any following collection period. In
addition, the master servicer will be required to apply any Prepayment Interest
Excesses with respect to a particular collection period, that are not otherwise
used to cover Prepayment Interest Shortfalls as described above, to cover any
shortfalls in interest caused as a result of the prepayment of a mortgage loan
by the application of a condemnation award or casualty insurance proceeds, in
each case that are actually received, in reduction of the subject mortgage
loan's principal balance.

          Any payments made by the master servicer with respect to any
distribution date to cover Prepayment Interest Shortfalls will be included among
the amounts payable as principal and interest on the certificates on that
distribution date as described under "Description of the Offered
Certificates--Payments" in this prospectus supplement. If the amount of the
payments made by the master servicer with respect to any distribution date to
cover Prepayment Interest Shortfalls is less than the total of all the
Prepayment Interest Shortfalls incurred with respect to the mortgage pool during
the related collection period, then the resulting Net Aggregate Prepayment
Interest Shortfall will be allocated among the respective interest-bearing
classes of the certificates (other than the class XC and XP certificates), in
reduction of the interest payable on those certificates, as and to the extent
described under "Description of the Offered Certificates--Payments--Payments of
Interest" in this prospectus supplement.

          Principal Special Servicing Compensation. The principal compensation
to be paid to the special servicer with respect to its special servicing
activities will be--

          o    the special servicing fee;

          o    the workout fee; and

          o    the principal recovery fee.


                                      S-114



          The Special Servicing Fee. The special servicing fee:

          o    will be earned with respect to--

               1.   each specially serviced mortgage loan, if any; and

               2    each mortgage loan (other than the Westchester Trust
                    Mortgage Loan), if any, as to which the corresponding
                    mortgaged real property has become REO Property; and

          o    with respect to each mortgage loan referred to in the prior
               paragraph, will--

               1.   be calculated on the same interest accrual basis as that
                    mortgage loan, which will be either a 30/360 Basis or an
                    Actual/360 Basis (except in the case of partial periods of
                    less than a month, when it will be calculated on the basis
                    of the actual number of days elapsed in that partial period
                    and a 360-day year);

               2.   accrue at a special servicing fee rate of 0.35% per annum;

               3.   accrue on the same principal amount as interest accrues or
                    is deemed to accrue from time to time on that mortgage loan;
                    and

               4.   will be payable monthly from related liquidation proceeds,
                    insurance proceeds and condemnation proceeds and then from
                    general collections on all the mortgage loans and any REO
                    Properties, that are on deposit in the master servicer's
                    collection account from time to time.

Notwithstanding the foregoing, the special servicer will be entitled to receive
a minimum fee of $4,000 a month for each specially serviced mortgage loan and
each mortgage loan as to which the corresponding mortgaged real property has
become REO Property.

          The Workout Fee. The special servicer will, in general, be entitled to
receive a workout fee with respect to each specially serviced mortgage loan that
has been worked out by it. The workout fee will be payable out of, and will be
calculated by application of a workout fee rate of 1.0% to, each collection of
interest and principal received on the subject mortgage loan for so long as it
remains a worked out mortgage loan. The workout fee with respect to any worked
out mortgage loan will cease to be payable if a new Servicing Transfer Event
occurs with respect to the mortgage loan. However, a new workout fee would
become payable if the mortgage loan again became a worked out mortgage loan with
respect to that new Servicing Transfer Event. If the special servicer is
terminated or resigns, it will retain the right to receive any and all workout
fees payable with respect to those mortgage loans (other than the Westchester
trust mortgage loan) that became worked out mortgage loans during the period
that it acted as special servicer and remained (and with respect to those
mortgage loans that, subject to the conditions set forth in the pooling and
servicing agreement, were about to become) worked out mortgage loans at the time
of its termination or resignation. The successor special servicer will not be
entitled to any portion of those workout fees. Although workout fees are
intended to provide the special servicer with an incentive to better perform its
duties, the payment of any workout fee will reduce amounts payable to the
certificateholders.

          The Principal Recovery Fee. The special servicer will be entitled to
receive a principal recovery fee with respect to each specially serviced
mortgage loan (or any replacement mortgage loan substituted for it) for which it
obtains a full or discounted payoff from the related borrower except as
described in the following paragraph. The special servicer will also be entitled
to receive a principal recovery fee with respect to any specially serviced
mortgage loan or REO Property as to which it receives any liquidation proceeds,
insurance proceeds or condemnation proceeds except as described in the next
paragraph. The principal recovery fee will be payable from any full or
discounted payoff, liquidation proceeds, insurance proceeds or condemnation
proceeds. As to


                                      S-115



each specially serviced mortgage loan and REO Property, the principal recovery
fee will be payable from, and will be calculated by application of a principal
recovery fee rate of 1.0% to, the related payment or proceeds.

          Notwithstanding anything to the contrary described in the prior
paragraph, no principal recovery fee will be payable based on, or out of,
payments or proceeds received in connection with:

          o    the repurchase or replacement of any mortgage loan by a loan
               seller for a breach of representation or warranty or for
               defective or deficient loan documentation, as described under
               "Description of the Mortgage Pool--Repurchases and Substitutions"
               in this prospectus supplement within the time period (or
               extension thereof) provided for such repurchase or replacement
               or, if such repurchase or replacement occurs after such time
               period, if the mortgage loan seller was acting in good faith to
               resolve such breach or defect, within such further period that
               will not end beyond the date that is 120 days following the end
               of the initial time period (not including any extension thereof)
               provided for such repurchase or replacement;

          o    except as described under "--Realization Upon Defaulted Mortgage
               Loans" below with respect to certain assignees, the purchase of
               any defaulted mortgage loan or REO Property by the special
               servicer or any single holder - or, if applicable, beneficial
               owner - of certificates evidencing the largest interest in the
               controlling class of the certificates as described under
               "--Realization Upon Defaulted Mortgage Loans" below;

          o    the purchase of the Westchester Trust Mortgage Loan by the holder
               of a Westchester Subordinate Non-Trust Loan, as described under
               "Description of the Mortgage Pool--Westchester Loan Combination"
               in this prospectus supplement, unless provided for under the
               Westchester Intercreditor Agreement;

          o    the purchase of all the mortgage loans and REO Properties by the
               master servicer, the special servicer or any single holder - or,
               if applicable, beneficial owner - of certificates evidencing the
               largest interest in the controlling class of the certificates in
               connection with the termination of the trust, as described under
               "Description of the Offered Certificates--Termination" in this
               prospectus supplement;

          o    the exchange, following the date on which the total principal
               balances of the class A-1, A-2, A-3A, A-3B, A-SB, A-4, AM, AJ, B,
               C and D certificates are reduced to zero, of all the remaining
               certificates (other than the class Z, R-I and R-II certificates)
               for all the mortgage loans and REO Properties in the trust at the
               time of exchange, subject to the conditions set forth in the
               pooling and servicing agreement; and

          o    the payoff or liquidation of the Westchester Trust Mortgage Loan.


          Although principal recovery fees are intended to provide the special
servicer with an incentive to better perform its duties, the payment of any
principal recovery fee will reduce amounts payable to the certificateholders.

          Additional Servicing Compensation. As additional master servicing
compensation, the master servicer will be entitled to receive any Prepayment
Interest Excesses collected with respect to the entire mortgage pool (except to
the extent required to offset any Prepayment Interest Shortfalls and except to
the extent they relate to the Westchester Trust Mortgage Loan).


                                      S-116



          In addition, the following items collected on any mortgage loan in the
mortgage pool (in the case of the Westchester Trust Mortgage Loan, to the
extent, if any, that any such amounts are received from the MLMT Series
2005-MCP1 master servicer in accordance with the Westchester Intercreditor
Agreement and the MLMT Series 2005-MCP1 pooling and servicing agreement) will be
allocated between the master servicer and the special servicer as additional
compensation in accordance with the pooling and servicing agreement:

          o    any late payment charges and Penalty Interest actually collected
               on any particular mortgage loan in the mortgage pool, which late
               payment charges and Penalty Interest are not otherwise applied--

               1.   to pay the master servicer, the special servicer, the
                    trustee or the fiscal agent, as applicable, any unpaid
                    interest on Advances made by that party with respect to that
                    mortgage loan (including the Westchester Trust Mortgage
                    Loan) or the related mortgaged real property,

               2.   to reimburse the trust fund for any interest on Advances
                    that were made with respect to that mortgage loan (including
                    the Westchester Trust Mortgage Loan) or the related
                    mortgaged real property, which interest was paid to the
                    master servicer, the special servicer, the trustee or the
                    fiscal agent, as applicable, from a source of funds other
                    than late payment charges and Penalty Interest collected on
                    that mortgage loan,

               3.   to pay, or to reimburse the trust fund for, any expenses
                    incurred by the special servicer in connection with
                    inspecting the related mortgaged real property following a
                    Servicing Transfer Event with respect to that mortgage loan
                    or after that property has become an REO Property, or

               4.   to pay, or to reimburse the trust fund for, any other
                    expenses incurred with respect to that mortgage loan
                    (including the Westchester Trust Mortgage Loan) or the
                    related mortgaged real property that are or, if paid from a
                    source other than Penalty Interest and/or late payment
                    charges collected on that mortgage loan, would result in an
                    Additional Trust Fund Expense; and

          o    any modification fees, assumption fees, assumption application
               fees, earnout fees, release fees, consent/waiver fees, extension
               fees, defeasance fees and other comparable transaction fees and
               charges.

          Payment of Expenses; Servicing Advances. Each of the master servicer
and the special servicer will be required to pay its overhead costs and any
general and administrative expenses incurred by it in connection with its
servicing activities under the pooling and servicing agreement. The master
servicer and the special servicer will not be entitled to reimbursement for
expenses except as expressly provided in the pooling and servicing agreement.

          Any and all customary, reasonable and necessary out of pocket costs
and expenses incurred by the master servicer, the trustee, the fiscal agent or,
in some cases, the special servicer, in connection with the servicing of a
mortgage loan, if a default is imminent thereunder or after a default,
delinquency or other unanticipated event, or in connection with the
administration of any REO Property, will be servicing advances. Servicing
advances will be reimbursable from future payments and other collections,
including insurance proceeds, condemnation proceeds and liquidation proceeds,
received in connection with the related mortgage loan or REO Property.

          The special servicer will be required to notify the master servicer as
to when the master servicer must make servicing advances with respect to a
specially serviced mortgage loan or REO Property (other than the Westchester
Trust Mortgage Loan or the Westchester REO Property). Generally, the special
servicer must make the request at least five business days prior to the date the
Advance must be made or, in the case of Advances


                                      S-117



required to be made on an emergency basis, such shorter period provided in the
pooling and servicing agreement. The master servicer must make the requested
servicing advance within a specified number of days following the master
servicer's receipt of the request. The special servicer will have the option,
but not the obligation, to make such Advances.

          If the master servicer is required under the pooling and servicing
agreement to make a servicing advance, but does not do so within 15 days after
the servicing advance is required to be made, then the trustee will be required:

          o    if it has actual knowledge of the failure, to give the master
               servicer notice of its failure; and

          o    if the failure continues for five more business days, to make the
               servicing advance.

          The fiscal agent will be required to make any advance the trustee was
required, but failed, to make. The trustee will not be in default under the
pooling and servicing agreement if the fiscal agent makes a back up advance on
its behalf.

          Despite the foregoing discussion or anything else to the contrary in
this prospectus supplement, none of the master servicer, the special servicer,
the trustee or the fiscal agent will be obligated to make servicing advances
that, it determines in accordance with the Servicing Standard (in the case of
the master servicer or special servicer) or its good faith business judgment (in
the case of the trustee or the fiscal agent), would not be ultimately
recoverable, together with interest accrued on that advance, from expected
collections on the related mortgage loan or REO Property. The trustee and the
fiscal agent will be entitled to rely on any determination of non-recoverability
made by the master servicer. In addition, the special servicer may also
determine that any servicing advance made or proposed to be made by the master
servicer, the trustee or the fiscal agent is not recoverable, together with
interest accrued on that servicing advance, from proceeds of the mortgage loan
to which that Advance relates, and the master servicer, the trustee and the
fiscal agent will be required to act in accordance with that determination (on
which determination they will, as provided in the pooling and servicing
agreement, conclusively rely).

          If the master servicer, the special servicer, the trustee or the
fiscal agent makes any servicing advance that it (or, in the case of the master
servicer, the trustee or the fiscal agent, the special servicer) subsequently
determines, in its judgment, is not recoverable, together with interest accrued
on that Advance, from expected collections on the related mortgage loan or REO
Property, it may obtain reimbursement for that Advance, together with interest
on that Advance, out of general collections on the mortgage loans and any REO
Properties on deposit in the master servicer's collection account from time to
time subject to substantially the same limitations and requirements as are
applicable to P&I advances described under "Description of the Offered
Certificates--Advances of Delinquent Monthly Debt Service Payments and
Reimbursement of Advances" in this prospectus supplement. The master servicer,
the special servicer, the trustee or the fiscal agent may also obtain
reimbursement for any servicing advance that constitutes a Workout-Delayed
Reimbursement Amount out of general principal collections on the mortgage loans
and any REO Properties on deposit in the master servicer's collection account
from time to time subject to substantially the same limitations and requirements
as are applicable to P&I advances described under "Description of the Offered
Certificates--Advances of Delinquent Monthly Debt Service Payments and
Reimbursement of Advances" in this prospectus supplement.

          The parties to the pooling and servicing agreement will have no
obligation to make servicing advances with respect to the Westchester Mortgaged
Property. The MLMT Series 2005-MCP1 master servicer is required to make
servicing advances with respect to the Westchester Loan Combination and the
Westchester Mortgaged Property in a manner similar to the manner in which the
master servicer will be required to make servicing advances under the pooling
and servicing agreement.


                                     S-118



          The master servicer will be permitted to pay, and the special servicer
may direct the payment of, some servicing expenses directly out of the master
servicer's collection account and at times without regard to the relationship
between the expense and the funds from which it is being paid (subject to the
limitations for reimbursement of Advances from general collections), which may
include servicing expenses relating to the remediation of any adverse
environmental circumstance or condition at any of the mortgaged real properties.

          The master servicer, the special servicer, the trustee and the fiscal
agent will be entitled to receive interest on servicing advances made by them.
The interest will accrue on the amount of each servicing advance, for so long as
the servicing advance is outstanding, at a rate per annum equal to the prime
rate as published in the "Money Rates" section of The Wall Street Journal, as
that prime rate may change from time to time. Interest accrued with respect to
any servicing advance will be payable in the collection period in which that
Advance is reimbursed--

          o    first, out of Penalty Interest and late payment charges collected
               on the related mortgage loan during that collection period; and

          o    second, if and to the extent that the Penalty Interest and late
               charges referred to in clause first above are insufficient to
               cover the advance interest, out of any amounts then on deposit in
               the master servicer's collection account subject to substantially
               the same limitations and requirements as are applicable to P&I
               advances described under "Description of the Offered
               Certificates--Advances of Delinquent Monthly Debt Service
               Payments and Reimbursement of Advances" in this prospectus
               supplement.

          The special servicer may, but is not obligated to, make any servicing
advance on a specially serviced mortgage loan or REO Property for which it is
responsible (as required on an emergency or urgent basis) and then request from
the master servicer reimbursement of the servicing advance, together with
interest thereon as set forth in the pooling and servicing agreement. Upon the
master servicer's reimbursing the special servicer for any such servicing
advance, the master servicer will be considered to have made that servicing
advance as of the date that the special servicer actually made it.

          Subject to certain conditions, the master servicer may (and must, if
directed by the special servicer in connection with a specially serviced
mortgage loan or an REO Property for which it is responsible) pay directly out
of the collection account any servicing advance that it considers to be
nonrecoverable in accordance with the Servicing Standard, provided that the
master servicer or the special servicer has determined, in accordance with the
Servicing Standard, that this payment is in the best interests of the
certificateholders.

          For additional information regarding reimbursement of servicing
advances, see "Description of the Offered Certificates--Advances of Delinquent
Monthly Debt Service Payments and Reimbursement of Advances" in this prospectus
supplement.

          Certain Litigation Matters. The management, prosecution, defense
and/or settlement of claims and litigation relating to any mortgage loan brought
against the trust fund or any party to the pooling and servicing agreement will
generally be handled by the master servicer and the special servicer, as more
specifically provided for in the pooling and servicing agreement. In connection
with handling such matters, the master servicer and the special servicer may be
required to seek the consent of the controlling class representative with
respect to material decisions and settlement proposals.


                                     S-119



SUB-SERVICERS

          Subject to such limitations as may be provided for in the pooling and
servicing agreement, the master servicer and the special servicer may each
delegate any of its servicing obligations under the pooling and servicing
agreement to any one or more third-party primary servicers. Any delegation of
servicing obligations by the special servicer will be subject to the consent of
the controlling class representative. The master servicer or the special
servicer, as the case may be, will remain obligated under the pooling and
servicing agreement for any duties delegated to a sub-servicer. Each
sub-servicing agreement between the master servicer or special servicer, as the
case may be, and a sub-servicer must provide that, if for any reason the master
servicer or special servicer, as the case may be, is no longer acting in that
capacity, the trustee or any designee of the master servicer or special
servicer, as applicable, may:

          o    assume the party's rights and obligations under the sub-servicing
               agreement; or

          o    if there is an event of default thereunder, terminate the
               sub-servicing agreement.

          The master servicer and special servicer will each be required to
monitor the performance of sub-servicers retained by it. The master servicer and
special servicer will each be solely liable for all fees owed by it to any
sub-servicer retained by it, irrespective of whether its compensation under the
pooling and servicing agreement is sufficient to pay those fees. Each
sub-servicer will be entitled to reimbursement out of collections on the related
mortgage loans it is sub-servicing for various expenditures it makes, generally
to the same or similar extent as the master servicer or special servicer, as the
case may be, would be reimbursed under the pooling and servicing agreement.

THE CONTROLLING CLASS REPRESENTATIVE

          Controlling Class. As of any date of determination, the controlling
class of certificateholders will be the holders of the most subordinate class of
certificates then outstanding, other than the class XC, XP, Z, R-I and R-II
certificates, that has a total principal balance that is greater than 25% of
that class's original total principal balance. However, if no class of
certificates, other than the class XC, XP, Z, R-I and R-II certificates, has a
total principal balance that satisfies this requirement, then the controlling
class of certificateholders will be the holders of the most subordinate class of
certificates then outstanding, other than the class XC, XP, Z, R-I and R-II
certificates. The class A-1, A-2, A-3A, A-3B, A-SB and A-4 certificates will be
treated as one class for purposes of determining, and exercising the rights of,
the controlling class. Appraisal Reduction Amounts will not be considered in
determining the principal balance outstanding on the applicable class of
certificates for the purpose of determining the controlling class.

          Selection of the Controlling Class Representative. The holders of
certificates representing more than 50% of the total principal balance of the
controlling class of certificates will be entitled to--

          o    select a representative having the rights and powers described
               under "--Rights and Powers of the Controlling Class
               Representative" below; or

          o    replace an existing controlling class representative.

          The trustee will be required to promptly notify all the
certificateholders of the controlling class that they may select a controlling
class representative upon:

          o    the receipt by the trustee of written requests for the selection
               of a controlling class representative from the holders of
               certificates representing more than 50% of the total principal
               balance of the controlling class of certificates;

          o    the resignation or removal of the person acting as controlling
               class representative; or


                                     S-120



          o    a determination by the trustee that the controlling class of
               certificateholders has changed.

          The notice will explain the process for selecting a controlling class
representative. The appointment of any person as the controlling class
representative will generally not be effective until that person provides the
trustee with--

          o    written confirmation of its acceptance of its appointment;

          o    an address and facsimile number for the delivery of notices and
               other correspondence; and

          o    a list of officers or employees of the person with whom the
               parties to the pooling and servicing agreement may deal,
               including their names, titles, work addresses and facsimile
               numbers.

          We anticipate that an affiliate of the initial special servicer will
purchase certain non-offered classes of certificates, including the class Q
certificates (which will be the initial controlling class of certificates), and
will be the initial controlling class representative.

          Resignation and Removal of the Controlling Class Representative. The
controlling class representative may at any time resign by giving written notice
to the trustee and each certificateholder of the controlling class. The holders
of certificates representing more than 50% of the total principal balance of the
controlling class of certificates, will be entitled to remove any existing
controlling class representative by giving written notice to the trustee and to
the existing controlling class representative.

          Rights and Powers of the Controlling Class Representative. The special
servicer will be required to prepare an asset status report for each mortgage
loan (excluding the Westchester Trust Mortgage Loan) that becomes a specially
serviced mortgage loan, not later than 60 days after the servicing of the
mortgage loan is transferred to the special servicer. Each asset status report
is to include, among other things, a summary of the status of the subject
specially serviced mortgage loan and negotiations with the related borrower and
a summary of the special servicer's recommended action with respect to the
subject specially serviced mortgage loan. Each asset status report is required
to be delivered to the controlling class representative, among others, by the
special servicer.

          If, within ten business days of receiving an asset status report that
relates to a recommended action to which the controlling class representative is
entitled to object, as described below, the controlling class representative
does not disapprove the asset status report in writing, then the special
servicer will be required to take the recommended action as outlined in the
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 loan documents. If the controlling class representative
disapproves an initial asset status report, the special servicer will be
required to revise the asset status report and deliver to the controlling class
representative, among others, a new asset status report as soon as practicable,
but in no event later than 30 days after such disapproval.

          The special servicer will be required to continue to revise an asset
status report as described above until the controlling class representative does
not disapprove a revised asset status report in writing within 10 business days
of receiving the revised asset status report or until the special servicer makes
one of the determinations described below. The special servicer may, from time
to time, modify any asset status report it has previously delivered and
implement such modified report; provided that the modified report shall have
been prepared, reviewed and not rejected as described above. Notwithstanding the
foregoing, the special servicer may, following the occurrence of an
extraordinary event with respect to the related mortgaged real property, take
any action set forth in an asset status report (that is consistent with the
terms of the pooling and servicing agreement) before the expiration of a
10-business day period if the special servicer has reasonably determined that
failure to take the action would materially and adversely affect the interests
of the certificateholders, and the special servicer has made a reasonable effort
to contact the controlling class representative. The foregoing discussion


                                     S-121



notwithstanding, the special servicer will be required to determine whether any
affirmative disapproval is not in the best interest of all the
certificateholders pursuant to the Servicing Standard.

          Upon making a determination of the nature described in the last
sentence of the immediately preceding paragraph, the special servicer will be
required to notify the trustee of the rejection of the controlling class
representative's disapproval and deliver to the trustee a proposed notice to
certificateholders which must include a copy of the subject asset status report,
and the trustee will be required to send that notice to all certificateholders.
If the majority of such certificateholders, as determined by voting rights,
fail, within 10 days of the trustee's sending such notice, to reject the asset
status report, the special servicer will 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), the special servicer will be
required to revise that asset status report as described above and provide a
copy of such revised report to the master servicer. The trustee will be entitled
to reimbursement from the trust fund for the reasonable expenses of providing
any notice described above.

          Except under the circumstances described above where the
certificateholders have approved an asset status report rejected by the
controlling class representative, in the event the controlling class
representative and the special servicer have been unable to agree upon an asset
status report with respect to a specially serviced mortgage loan within 90 days
of the controlling class representative's receipt of the initial asset status
report, the special servicer must implement the actions directed by the
controlling class representative unless doing so would result in any of the
consequences contemplated in clauses (a) through (d) in the following paragraph,
in which event the special servicer must implement the actions described in the
most recent asset status report submitted to the controlling class
representative by the special servicer. Notwithstanding the fact that an asset
status report has been prepared and/or approved, the controlling class
representative will remain entitled to advise and object regarding the actions
described below and any related asset status report will not be a substitute for
the exercise of those rights.

          No direction of the controlling class representative or the majority
of the certificateholders in connection with any asset status report may (a)
require or cause the special servicer to violate the terms of the subject
mortgage loan, applicable law or any provision of the pooling and servicing
agreement, including the special servicer's obligation to act in accordance with
the Servicing Standard and to maintain the REMIC status of REMIC I and REMIC II,
(b) result in the imposition of any tax on "prohibited transactions" or
contributions after the startup date of either REMIC I or REMIC II under the
Code, (c) expose any party to the pooling and servicing agreement, any mortgage
loan seller or the trust fund to any claim, suit or liability or (d) expand the
scope of the master servicer's, trustee's or special servicer's responsibilities
under the pooling and servicing agreement.

          Under the MLMT Series 2005-MCP1 pooling and servicing agreement, the
MLMT Series 2005-MCP1 special servicer will be required to prepare an asset
status report similar to that described above with respect to the special
servicer for our Series 2005-CIP1 certificates for the Westchester Trust
Mortgage Loan if that mortgage loan becomes a specially serviced mortgage loan
under that agreement.

          Under the MLMT Series 2005-MCP1 pooling and servicing agreement, the
Westchester Controlling Party will have the right, similar to that of the
controlling class representative discussed above, to reject an asset status
report. The MLMT Series 2005-MCP1 pooling and servicing agreement contains
provisions similar to those discussed above for the resolution of differences
regarding an asset status report between the MLMT Series 2005-MCP1 special
servicer and the Westchester Controlling Party.

          In addition, the controlling class representative will be entitled to
advise the special servicer with respect to the following actions and the
special servicer will not be permitted to take (or consent to the master
servicer taking) any of the following actions with respect to the mortgage loans
(exclusive of the Westchester Trust Mortgage Loan) as to which the controlling
class representative has objected in writing within 10 business days of


                                     S-122



having been notified in writing of the particular proposed action (provided
that, with respect to non-specially serviced mortgage loans, this 10-business
day notice period may not exceed by more than five business days the 10 business
days during which the special servicer can object to the master servicer waiving
Additional Interest or taking actions described under "--Enforcement of
Due-on-Sale and Due-on-Encumbrance Provisions" and "--Modifications, Waivers,
Amendments and Consents" below):

          o    any foreclosure upon or comparable conversion (which may include
               acquisition of an REO Property) of the ownership of properties
               securing a specially serviced mortgage loan as comes into and
               continues in default;

          o    any modification or consent to a modification of a material term
               of a mortgage loan, including the timing of payments or an
               extension of the maturity date of a mortgage loan;

          o    any proposed sale of any defaulted mortgage loan or any REO
               Property, other than in connection with the termination of the
               trust as described under "Description of the Offered
               Certificates--Termination" in this prospectus supplement or, in
               the case of a defaulted mortgage loan, other than in connection
               with the purchase option described under "--Realization Upon
               Defaulted Mortgage Loans--Fair Value Call" in this prospectus
               supplement, for less than the outstanding principal balance of
               the related mortgage loan, plus accrued interest (exclusive of
               Penalty Interest and Additional Interest), expenses and fees;

          o    any determination to bring an REO Property into compliance with
               applicable environmental laws or to otherwise address hazardous
               material located at the REO Property;

          o    any release of material real property collateral for any mortgage
               loan, other than (a) where the release is not conditioned upon
               obtaining the consent of the lender or certain specified
               conditions being satisfied, (b) upon satisfaction of that
               mortgage loan, (c) in connection with a pending or threatened
               condemnation action or (d) in connection with a full or partial
               defeasance of that mortgage loan;

          o    any acceptance of substitute or additional real property
               collateral for any 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);

          o    any waiver of a due-on-sale or due-on-encumbrance clause in any
               mortgage loan;

          o    any releases of earn-out reserves or related letters of credit
               with respect to a mortgaged real property securing a mortgage
               loan (other than where the release is not conditioned upon
               obtaining the consent of the lender, in which case only notice to
               the controlling class representative will be required);

          o    any termination or replacement, or consent to the termination or
               replacement, of a property manager with respect to any mortgaged
               real property or any termination or change, or consent to the
               termination or change, of the franchise for any mortgaged real
               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 will be required to be
               delivered to the controlling class representative);

          o    any determination that an insurance-related default is an
               Acceptable Insurance Default or that earthquake or terrorism
               insurance is not available at commercially reasonable rates; and

          o    any waiver of insurance required under the related loan documents
               (except as contemplated in the preceding bullet).


                                     S-123



          Furthermore, the controlling class representative may direct the
special servicer to take, or to refrain from taking, any such actions with
respect to the mortgage loans and REO Properties in the trust fund (exclusive of
the Westchester Trust Mortgage Loan or any Westchester REO Property) as the
controlling class representative may consider advisable or as to which provision
is otherwise made in the pooling and servicing agreement.

          Notwithstanding the foregoing, no advice, direction or objection given
or made by the controlling class representative, as contemplated by either of
the two preceding paragraphs of this "--Rights and Powers of the Controlling
Class Representative" subsection, may--

          o    require or cause the master servicer or the special servicer to
               violate applicable law, the terms of any mortgage loan or any
               other provision of the pooling and servicing agreement described
               in this prospectus supplement or the accompanying prospectus,
               including the master servicer's or the special servicer's
               obligation to act in accordance with the Servicing Standard and
               the loan documents;

          o    result in an adverse tax consequence for the trust;

          o    expose the trust, us, the master servicer, the special servicer,
               the trustee, the fiscal agent or any of our or their respective
               affiliates, directors, officers, employees or agents, to any
               material claim, suit or liability;

          o    expand the scope of the master servicer's or the special
               servicer's responsibilities under the pooling and servicing
               agreement; or

          o    cause the master servicer or the special servicer to act, or fail
               to act, in a manner which violates the Servicing Standard.

The master servicer and the special servicer are each required to disregard any
advice, direction or objection on the part of the controlling class
representative that would have any of the effects described in the immediately
preceding five bullets.

          Furthermore, the special servicer will not be obligated to seek
approval from the controlling class representative for any actions to be taken
by the special servicer with respect to any particular specially serviced
mortgage loan if (i) the special servicer has, as described in the third
preceding paragraph under this "--Rights and Powers of the Controlling Class
Representative" subsection, notified the controlling class representative in
writing of various actions that the special servicer proposes to take with
respect to the workout or liquidation of that mortgage loan and (ii) for 30 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.

          Under the MLMT Series 2005-MCP1 pooling and servicing agreement, the
Westchester Controlling Party will be entitled to advise the special servicer
with respect to certain specified servicing actions similar to, but more
extensive than, the actions discussed above in respect of the Westchester Loan
Combination, subject to limitations similar but not identical to those discussed
above.

          The foregoing paragraph notwithstanding, the controlling class
representative, pursuant to the Westchester Intercreditor Agreement and the MLMT
Series 2005-MCP1 pooling and servicing agreement, has the right to consult with
the MLMT Series 2005-MCP1 master servicer and the special servicer regarding the
servicing of the Westchester Loan Combination.


                                     S-124



          WHEN REVIEWING THE REST OF THIS "SERVICING OF THE MORTGAGE LOANS"
SECTION, IT IS IMPORTANT THAT YOU CONSIDER THE EFFECTS THAT THE RIGHTS AND
POWERS OF THE CONTROLLING CLASS REPRESENTATIVE (AND, IN THE CASE OF THE
WESTCHESTER TRUST MORTGAGE LOAN, THE WESTCHESTER CONTROLLING PARTY) DISCUSSED
ABOVE COULD HAVE ON THE ACTIONS OF THE SPECIAL SERVICER AND, IN SOME CASES, THE
MASTER SERVICER.

          Certain Liability and Expense Matters. In general, any and all
expenses of the controlling class representative are to be borne by the holders
of the controlling class in proportion to their respective percentage interests
in that class, and not by the trust. However, if a claim is made against the
controlling class representative by a borrower under a mortgage loan, the
controlling class representative is required to immediately notify the trustee,
the master servicer and the special servicer. The special servicer on behalf of
the trust will, subject to the discussion under "Description of the Governing
Documents--Matters Regarding the Master Servicer, the Special Servicer, the
Manager and Us" in the accompanying prospectus, assume the defense of the claim
against the controlling class representative, but only if--

          o    the special servicer or the trust are also named parties to the
               same action; and

          o    in the sole reasonable judgment of the special servicer:

               1.   the controlling class representative acted in good faith,
                    without gross negligence or willful misfeasance, with regard
                    to the particular matter at issue; and

               2.   there is no potential for the special servicer or the trust
                    to be an adverse party in the action as regards the
                    controlling class representative.

          The controlling class representative and the Westchester Controlling
Party may have special relationships and interests that conflict with those of
the holders of one or more classes of the offered certificates. In addition, the
controlling class representative does not have any duties or liabilities to the
holders of any class of certificates other than the controlling class, and the
Westchester Controlling Party does not have any duties or liabilities to the
holders of any class of certificates. The controlling class representative may
act solely in the interests of the certificateholders of the controlling class
and with respect to the Westchester Trust Mortgage Loan, the Westchester
Controlling Subordinate Noteholder may act solely in its own interests, and
neither such party will have any liability to any certificateholders for having
done so. No certificateholder may take any action against the controlling class
representative for its having acted solely in the interests of the
certificateholders of the controlling class. Similarly, no certificateholder may
take any action against the Westchester Controlling Party for having acted
solely in its own interests.

REPLACEMENT OF THE SPECIAL SERVICER

          Certificateholders entitled to a majority of the voting rights
allocated to the controlling class of certificates may terminate an existing
special servicer and appoint a successor. In addition, if the special servicer
is terminated in connection with an event of default, certificateholders
entitled to a majority of the voting rights allocated to the controlling class
of certificates may appoint a successor. See "--Events of Default" and "--Rights
Upon Event of Default" below. In either case, any appointment of a successor
special servicer will be subject to, among other things, receipt by the trustee
of--

          o    written confirmation from each rating agency rating the
               certificates that the appointment will not result in a
               qualification, downgrade or withdrawal of any of the ratings then
               assigned thereby to the certificates; and

          o    the written agreement of the proposed special servicer to be
               bound by the terms and conditions of the pooling and servicing
               agreement, together with an opinion of counsel regarding, among
               other things, the enforceability of the pooling and servicing
               agreement against the proposed special servicer.


                                     S-125



          Subject to the foregoing, any certificateholder or any affiliate of a
certificateholder may be appointed as special servicer.

          If the controlling class of certificateholders terminates an existing
special servicer without cause, then the reasonable out-of-pocket costs and
expenses of any related transfer of servicing duties are to be paid by the
certificateholders that voted to remove the terminated special servicer. Any
terminated special servicer will be entitled to reclaim all amounts accrued or
owing to it under the pooling and servicing agreement.

          If the Westchester Trust Mortgage Loan has become a specially serviced
mortgage loan, the Westchester Controlling Subordinate Noteholder has a one-time
right, subject to the conditions and restrictions set forth in the MLMT Series
2005-MCP1 pooling and servicing agreement, to cause the MLMT Series 2005-MCP1
special servicer to be terminated without cause with respect to the Westchester
Loan Combination.

          Except in the limited circumstances discussed under "--Rights Upon
Event of Default" below, the certificateholders do not have any similar right to
terminate, appoint or replace the MLMT Series 2005-MCP1 special servicer.

BENEFICIAL OWNERS OF THE CONTROLLING CLASS

          If the controlling class of certificates is held in book-entry form,
then any beneficial owner of those certificates whose identity and beneficial
ownership interest has been proven to the satisfaction of the trustee, will be
entitled--

          o    to receive all notices described under "--The Controlling Class
               Representative" and "--Replacement of the Special Servicer"
               above; and

          o    to exercise directly all rights described under "--The
               Controlling Class Representative" and "--Replacement of the
               Special Servicer" above,

that it otherwise would if it were the registered holder of certificates of the
controlling class.

          Beneficial owners of controlling class certificates held in book-entry
form will likewise be subject to the same limitations on rights and the same
obligations as they otherwise would if they were registered holders of
certificates of the controlling class.


                                     S-126



ENFORCEMENT OF DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

          In general, the master servicer may not waive any due-on-sale or
due-on-encumbrance clause in any mortgage loan or consent to the assumption of
any mortgage loan without the consent of the special servicer or, in the case of
any transfers, assumptions and /or further encumbrances that, by the terms of
the related loan documents, do not require the lender's consent if specified
conditions have been satisfied, make any determination with respect to whether
any such conditions have been satisfied without the consent of the special
servicer. Subject to the foregoing discussion and the discussions under "--The
Controlling Class Representative" above and "--Modifications, Waivers,
Amendments and Consents" below, the master servicer ( if and for so long as
Midland Loan Services, Inc. is the master servicer), with respect to
non-specially serviced mortgage loans sold to us by PNC Bank, National
Association, which is an affiliate of the initial master servicer, and the
special servicer, with respect to all other mortgage loans (in each case other
than with respect to the Westchester Trust Mortgage Loan), will be required to
enforce, on behalf of the trust fund, any right the lender under any mortgage
loan may have under either a due-on-sale or due-on-encumbrance clause, unless
the master servicer (with the consent of the special servicer) or the special
servicer, as applicable, has determined that waiver of the lender's rights under
such clauses would be in accordance with the Servicing Standard. However,
subject to the related loan documents and applicable law, neither the master
servicer nor the special servicer may waive its rights or grant its consent
under any related due-on-sale or due-on-encumbrance clause--

          o    in respect of 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 group of cross-collateralized mortgage loans or
                    (c) as part of a group of mortgage loans made to affiliated
                    borrowers, 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 this
                    purpose includes groups of cross-collateralized mortgage
                    loans and groups of mortgage loans made to affiliated
                    borrowers) by outstanding principal balance at the time of
                    determination; or

          o    where, in the case of a due-on-encumbrance clause only, the
               subject mortgage loan, taking into account existing debt on the
               related mortgaged real property and the proposed additional debt
               as if such total debt were a single mortgage loan, would have a
               loan-to-value ratio equal to or greater than 85% or a debt
               service coverage ratio equal to or less than 1.20:1;

unless, with some exceptions, it receives prior written confirmation from each
applicable rating agency that this action would not result in the qualification,
downgrade or withdrawal of any of the ratings then assigned by the rating agency
to the certificates (or placing the certificates on negative credit watch status
in contemplation of such rating action). Also, the master servicer may not waive
its rights or grant its consent under any due-on-sale or due-on-encumbrance
clause described in this paragraph until it has received consent of the special
servicer. Further, neither the master servicer nor the special servicer may
consent to the transfer of any mortgaged real property that secures a group of
cross-collateralized mortgage loans, unless all of the mortgaged real properties
securing such group of mortgage loans are transferred at the same time, or the
controlling class representative consents to the transfer.

          The responsibility for the enforcement of due-on-sale and
due-on-encumbrance clauses with respect to the Westchester Trust Mortgage Loan
will belong to the MLMT Series 2005-MCP1 master servicer and/or special
servicer.


                                     S-127



MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS

          The special servicer, with respect to any specially serviced mortgage
loan (excluding the Westchester Trust Mortgage Loan) may, consistent with the
Servicing Standard agree to:

          o    modify, waive or amend any term of the subject mortgage loan;

          o    extend the maturity of the subject mortgage loan;

          o    defer or forgive the payment of interest on and principal of the
               subject mortgage loan;

          o    defer or forgive the payment of prepayment premiums, yield
               maintenance charges and late payment charges on the subject
               mortgage loan;

          o    permit the release, addition or substitution of collateral
               securing the subject mortgage loan;

          o    permit the release, addition or substitution of the mortgagor or
               any guarantor with respect to the subject mortgage loan; or

          o    provide consents with respect to any leasing activity at the
               mortgaged real property securing the subject mortgage loan;

provided that the ability of the special servicer to agree to any of the
foregoing, however, is subject to the discussion under "--The Controlling Class
Representative" and "--Enforcement of Due-on-Sale and Due-on-Encumbrance
Provisions" above in this prospectus supplement and further, to the limitations,
conditions and restrictions discussed below.

          The special servicer may agree to or consent to (or permit the master
servicer to agree to or consent to) the modification, waiver or amendment of any
term of any mortgage loan (excluding any Westchester Trust Mortgage Loan) that
would--

          o    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 under the
               mortgage loan (including, subject to the discussion in the third
               following paragraph, extend the date on which any related balloon
               payment is due); or

          o    affect the obligation of the related borrower 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

          o    in the special servicer's judgment, materially impair the
               security for the mortgage loan or reduce the likelihood of timely
               payment of amounts due on the mortgage loan;

provided that 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 the modification, waiver, amendment or other action
is reasonably likely to produce a greater recovery to the certificateholders, as
a collective whole, on a present value basis, than would liquidation.

          With limited exception, the master servicer may not agree to or
consent to modify, waive or amend any term of any mortgage loan which it is
responsible for servicing, if doing so would--

          o    affect the amount or timing of any related payment of principal,
               interest or other amount payable under the mortgage loan; or

          o    in the master servicer's judgment, materially impair the security
               for the mortgage loan;


                                     S-128



unless it has obtained the prior approval of the special servicer (which
approval will be deemed granted if not denied within a specified time period).

          Neither the master servicer nor the special servicer may release any
mortgaged real property securing a mortgage loan which it is responsible for
servicing, except as otherwise allowed by the pooling and servicing agreement.

          Neither the master servicer nor the special servicer may extend the
maturity date of any mortgage loan which it is responsible for servicing to a
date beyond the earliest of--

               1.   two years prior to the rated final distribution date; and

               2.   if the mortgage loan is secured by a mortgage on the related
                    borrower's leasehold interest (and not the corresponding fee
                    interest) in the related mortgaged real property, 20 years
                    (or, to the extent consistent with the Servicing Standard,
                    giving due consideration to the remaining term of the
                    related ground lease and with the consent of the controlling
                    class representative, 10 years) prior to the end of the
                    then-current term of the related ground lease, plus any
                    unilateral options to extend such term.

          Neither the master servicer nor the special servicer may make or
permit any modification, waiver or amendment of any term of any mortgage loan
that would--

          o    cause either of REMIC I or REMIC II to fail to qualify as a REMIC
               under the Code;

          o    result in the imposition of any tax on prohibited transactions or
               contributions after the startup date of either of REMIC I or
               REMIC II under the Code; or

          o    adversely affect the status of any portion of the trust that is
               intended to be a grantor trust under the Code.

          Generally, the master servicer may not agree to modify, waive or amend
the term of any mortgage loan without the consent of the special servicer.
Subject to the foregoing discussion, however, the master servicer, without the
approval of the special servicer, the controlling class representative or any of
the rating agencies, may modify, waive or amend certain terms of non-specially
serviced mortgage loans as specified in the pooling and servicing agreement,
including, without limitation--

          o    approving certain waivers of non-material covenant defaults;

          o    approving certain leasing activity;

          o    waiving certain late payment charges and Penalty Interest subject
               to the limitations in the pooling and servicing agreement;

          o    approving certain consents with respect to rights-of-way,
               easements or similar agreements and consents to subordination of
               the related mortgage loan to such easements, rights-of-way or
               similar agreements, that do not materially affect the use or
               value of the mortgaged real property or materially interfere with
               the mortgagor's ability to repay the related mortgage loan;

          o    approving releases of unimproved parcels of a mortgaged real
               property;

          o    approving annual budgets to operate mortgaged real properties;

          o    approving certain temporary waivers of requirements in loan
               documents with respect to insurance deductible amounts or
               claims-paying ability ratings of insurance providers; and


                                     S-129



          o    consenting to changing the property manager with respect to a
               mortgage loan with an unpaid principal balance of less than
               $2,000,000.

          The foregoing limitations, conditions and restrictions will not apply
to any of the acts or circumstances referenced in this "--Modifications,
Waivers, Amendments and Consents" section that is provided for under the terms
of the subject mortgage loan in effect on the date of initial issuance of the
offered certificates or that is solely within the control of the related
borrower. Also, neither the master servicer nor the special servicer will be
required to oppose the confirmation of a plan in any bankruptcy or similar
proceeding involving a borrower if, in its judgment, opposition would not
ultimately prevent the confirmation of the plan or one substantially similar.

          Notwithstanding the foregoing, in the case of an ARD Loan, the master
servicer will be permitted, in its discretion, after the related anticipated
repayment date, to waive any or all of the Additional Interest accrued on that
mortgage loan, if the related borrower is ready and willing to pay all other
amounts due under the mortgage loan in full, including the entire principal
balance. However, the master servicer's determination to waive the trust's right
to receive that Additional Interest--

          o    must be in accordance with the Servicing Standard; and

          o    will be subject to approval by the special servicer and the
               controlling class representative.

          The pooling and servicing agreement will also limit the master
servicer's and the special servicer's ability to institute an enforcement action
solely for the collection of Additional Interest.

          Neither the master servicer nor the special servicer will have any
liability to the trust, the certificateholders or any other person for any
determination made by it in connection with a modification, waiver or amendment
of a mortgage loan that is made on a reasonable basis and in accordance with the
Servicing Standard.

          All modifications, waivers and amendments entered into by the master
servicer and/or the special servicer with respect to the mortgage loans are to
be in writing. Each of the master servicer and the special servicer must deliver
to the trustee for deposit in the related mortgage file, an original counterpart
of the agreement relating to each modification, waiver or amendment agreed to by
it, promptly following its execution.

          Any modifications, waivers and amendments with respect to the
Westchester Trust Mortgage Loan will be undertaken by the MLMT Series 2005-MCP1
master servicer and special servicer according to provisions in the MLMT Series
2005-MCP1 pooling and servicing agreement that are similar but not identical to
those described above in this "--Modifications, Waivers, Amendments and
Consents" subsection.

REQUIRED APPRAISALS

          The special servicer must make commercially reasonably efforts to
obtain, within 60 days of the occurrence of any Appraisal Trigger Event with
respect to any of the mortgage loans (other than the Westchester Trust Mortgage
Loan), and deliver to the trustee, master servicer and the controlling class
representative, a copy of an appraisal of the related mortgaged real property
from an independent appraiser meeting the qualifications imposed in the pooling
and servicing agreement, unless an appraisal had previously been obtained 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 real property
in which case such appraisal may be a letter update of the prior appraisal.

          Notwithstanding the foregoing, if the unpaid principal balance of the
subject mortgage loan, net of related unreimbursed advances of principal, is
less than $2,000,000, the special servicer may perform an internal valuation of
the mortgaged real property instead of an appraisal.


                                     S-130



          As a result of any appraisal or other valuation, it may be determined
that an Appraisal Reduction Amount exists with respect to the subject mortgage
loan. An Appraisal Reduction Amount is relevant to the determination of the
amount of any advances of delinquent interest required to be made with respect
to the affected mortgage loan. See "Description of the Offered
Certificates--Advances of Delinquent Monthly Debt Service Payments and
Reimbursement of Advances" in this prospectus supplement.

          The equivalent reduction amount with respect to the Westchester Loan
Combination will be determined with respect to the loans comprising that
Westchester Loan Combination as if it were a single loan, by the MLMT Series
2005-MCP1 master servicer pursuant to the MLMT Series 2005-MCP1 pooling and
servicing agreement, and allocated first to the Westchester Subordinate
Non-Trust Loans, in reverse order of seniority, in each case up to the unpaid
principal amount thereof and then between the Westchester Trust Mortgage Loan
and the Westchester Pari Passu Non-Trust Loan on a pari passu basis.

          If an Appraisal Trigger Event occurs with respect to any mortgage loan
(other than the Westchester Trust Mortgage Loan), then the special servicer will
have an ongoing obligation to obtain or perform, as the case may be, once every
12 months after the occurrence of that Appraisal Trigger Event (or sooner if the
special servicer has actual knowledge of a material adverse change in the
condition of the related mortgaged real property), an update of the prior
required appraisal or other valuation. The special servicer is to deliver to the
trustee, the master servicer and the controlling class representative, the new
appraisal or valuation within ten business days of obtaining or performing such
appraisal or valuation (or update thereof). This ongoing obligation will cease
if and when--

          o    if the Appraisal Trigger Event was the failure by the borrower to
               make any monthly debt service payment for 60 days or more, or
               involved the special servicer modifying the amount or timing of
               any monthly debt service payment (other than a balloon payment),
               the related borrower has made three consecutive full and timely
               monthly debt service payments under the terms of the mortgage
               loan (as such terms may have been modified); or

          o    with respect to the other Appraisal Trigger Events (other than
               the related mortgaged real property becoming REO Property), such
               circumstances cease to exist in the reasonable judgment of the
               special servicer, but, with respect to any bankruptcy or
               insolvency proceedings, no later than the entry of an order or
               decree dismissing such proceeding, and with respect to the
               extension of any date on which a balloon payment is due, no later
               than the date that the special servicer agrees to an extension;

provided that no other Appraisal Trigger Event then exists with respect to the
subject mortgage loan.

          The cost of each required appraisal, and any update of that appraisal,
will be advanced by the master servicer and will be reimbursable to the master
servicer as a servicing advance.

COLLECTION ACCOUNT

          General. The master servicer will be required to establish and
maintain one or more segregated accounts or sub-accounts as a collection account
for purposes of holding payments and other collections that it receives with
respect to the mortgage loans. That collection account must be maintained in a
manner and with a depository institution that satisfies rating agency standards
for securitizations similar to the one involving the offered certificates.

          The funds held in the master servicer's collection account may be held
as cash or invested in Permitted Investments. Any interest or other income
earned on funds in the master servicer's collection account will be paid


                                     S-131



to the master servicer as additional compensation subject to the limitations set
forth in the pooling and servicing agreement.

          Deposits. Under the pooling and servicing agreement, the master
servicer must deposit or cause to be deposited in its collection account within
one business day following receipt of available funds, in the case of payments
and other collections on the mortgage loans, or as otherwise required under the
pooling and servicing agreement, the following payments and collections received
or made by or on behalf of the master servicer with respect to the mortgage pool
subsequent to the date of initial issuance of the offered certificates, other
than monthly debt service payments due on or before the cut-off date, which
monthly debt service payments belong to the related mortgage loan seller:

          o    all payments on account of principal on the mortgage loans,
               including principal prepayments;

          o    all payments on account of interest on the mortgage loans,
               including Additional Interest and Penalty Interest;

          o    all prepayment premiums, yield maintenance charges and late
               payment charges collected with respect to the mortgage loans;

          o    all proceeds received under any hazard, flood, title or other
               insurance policy that provides coverage with respect to a
               mortgaged real property or the related mortgage loan, and all
               proceeds received in connection with the condemnation or the
               taking by right of eminent domain of a mortgaged real property,
               in each case to the extent not otherwise required to be applied
               to the restoration of the real property or released to the
               related borrower;

          o    all amounts received and retained in connection with the
               liquidation of defaulted mortgage loans by foreclosure or as
               otherwise contemplated under "--Realization Upon Defaulted
               Mortgage Loans" below;

          o    any amounts paid by the mortgage loan sellers in connection with
               the repurchase or replacement of a mortgage loan as described
               under "Description of the Mortgage Pool--Repurchases and
               Substitutions" in this prospectus supplement;

          o    any amounts required to be deposited by the master servicer in
               connection with losses incurred with respect to Permitted
               Investments of funds held in the collection account;

          o    all payments required to be paid by the master servicer or the
               special servicer with respect to any deductible clause in any
               blanket insurance policy as described under "Description of the
               Mortgage Pool--Additional Loan and Property Information--Hazard,
               Liability and Other Insurance" in this prospectus supplement;

          o    any amounts required to be transferred from the special
               servicer's REO account;

          o    any amounts representing compensating interest payments in
               respect of prepayment interest shortfalls as described under
               "--Servicing and Other Compensation and Payment of
               Expenses--Prepayment Interest Shortfalls" above; and

          o    any amount paid by a borrower to cover items for which a
               servicing advance has been previously made and for which the
               master servicer, the trustee or the fiscal agent, as applicable,
               has been previously reimbursed out of the collection account.

          The master servicer will also be generally required to deposit into
its collection account any of the amounts identified in the prior paragraph,
exclusive of the amounts identified in the tenth bullet above, that it receives
with respect to the Westchester Trust Mortgage Loan from the MLMT Series
2005-MCP1 master


                                     S-132



servicer in accordance with the provisions of the MLMT Series 2005-MCP1 pooling
and servicing agreement and the Westchester Intercreditor Agreement.

          Upon receipt of any of the amounts described in the first five bullets
and the last bullet of the second preceding paragraph with respect to any
specially serviced mortgage loan (other than the Westchester Trust Mortgage
Loan), the special servicer is required to promptly remit these amounts to the
master servicer for deposit in the master servicer's collection account.

          Withdrawals. The master servicer may make withdrawals from its
collection account for any of the following purposes, which are not listed in
any order of priority:

          o    to remit to the trustee for deposit in the trustee's distribution
               account described under "Description of the Offered
               Certificates--Distribution Account" in this prospectus
               supplement, on the business day preceding each distribution date,
               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 of that term in this prospectus supplement, and
               exclusive of other amounts received after the end of the related
               collection period) for the related distribution date then on
               deposit in the collection account, together with any prepayment
               premiums, yield maintenance charges and/or Additional Interest
               received on the mortgage loans during the related collection
               period and, in the case of the final distribution date, any
               additional amounts which the relevant party is required to pay in
               connection with the purchase of all the mortgage loans and REO
               Properties, plus any amounts required to be remitted in respect
               of P&I advances;

          o    to reimburse the fiscal agent, the trustee and itself, in that
               order, for any unreimbursed P&I advances made by that party under
               the pooling and servicing agreement, which reimbursement is to be
               made out of 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
               mortgage loan or REO Property as to which the Advance was made;
               provided that, if such P&I advance remains outstanding after a
               workout and the borrower continues to be obligated to pay such
               amounts, such P&I advance will be reimbursed out of general
               collections of principal as described under "Description of the
               Offered Certificates--Advances of Delinquent Monthly Debt Service
               Payments and Reimbursement of Advances" in this prospectus
               supplement;

          o    to pay itself earned and unpaid master servicing fees with
               respect to each mortgage loan, which payment is to be made out of
               collections on that mortgage loan that are allocable as interest
               or, if that mortgage loan and any related REO Property have been
               previously liquidated, out of general collections on the other
               mortgage loans and REO Properties;

          o    to pay the special servicer, out of general collections on the
               mortgage loans and any REO Properties, earned and unpaid special
               servicing fees with respect to each mortgage loan (other than the
               Westchester Trust Mortgage Loan) that is either--

               1.   a specially serviced mortgage loan; or

               2.   a mortgage loan as to which the related mortgaged real
                    property has become an REO Property;

          o    to pay the special servicer earned and unpaid workout fees and
               principal recovery fees to which it is entitled, which payment is
               to be made from the sources described under "--Servicing and
               Other Compensation and Payment of Expenses" above;

          o    to reimburse the fiscal agent, the trustee or the special
               servicer/ itself, in that order (with reimbursements to the
               special servicer and master servicer to be made concurrently on a
               pro rata


                                     S-133



               basis), for any unreimbursed servicing advances, first, out of
               payments made by the borrower that are allocable to such
               servicing advance, and then, out of liquidation proceeds,
               insurance proceeds, condemnation proceeds and, if applicable,
               revenues from REO Properties relating to the mortgage loan in
               respect of which the servicing advance was made, and then out of
               general collections; provided that, if such Advance remains
               outstanding after a workout and the borrower continues to be
               obligated to pay such amounts, such Advance will be reimbursed
               out of general collections of principal as described under
               "--Servicing and Other Compensation and Payment of Expenses"
               above and "Description of the Offered Certificates--Advances of
               Delinquent Monthly Debt Service Payments and Reimbursement of
               Advances" in this prospectus supplement;

          o    to reimburse the fiscal agent, the trustee or the special
               servicer/itself, in that order (with reimbursements to the
               special servicer and master servicer to be made concurrently on a
               pro rata basis), first out of REO Property revenues, liquidation
               proceeds and insurance and condemnation proceeds received in
               respect of the mortgage loan relating to the Advance, and then
               out of general collections on the mortgage loans and any REO
               Properties, for any unreimbursed Advance made by that party under
               the pooling and servicing agreement that has been determined not
               to be ultimately recoverable, together with interest thereon,
               subject to the limitations set forth in the pooling and servicing
               agreement and the limitations described under, as applicable,
               "--Servicing and Other Compensation and Payment of Expenses"
               above and/or "Description of the Offered Certificates--Advances
               of Delinquent Monthly Debt Service Payments and Reimbursement of
               Advances" in this prospectus supplement;

          o    to pay the fiscal agent, the trustee or the special
               servicer/itself, in that order (with payments to the special
               servicer and master servicer to be made concurrently on a pro
               rata basis), unpaid interest on any Advance made by that party
               under the pooling and servicing agreement, which payment is to be
               made out of Penalty Interest and late payment charges collected
               on the related mortgage loan during the collection period during
               which that Advance is reimbursed;

          o    in connection with the reimbursement of Advances as described in
               the second bullet, the sixth bullet or the seventh bullet under
               this "--Withdrawals" subsection and subject to the limitations
               described in each of those three bullets, to pay itself, the
               special servicer, the trustee or the fiscal agent, as the case
               may be, out of general collections on the mortgage loans and any
               REO Properties, any interest accrued and payable on that Advance
               and not otherwise payable under the preceding bullet;

          o    to pay for costs and expenses incurred by the trust fund in
               connection with property inspections;

          o    to pay the special servicer or itself any items of additional
               servicing compensation on deposit in the collection account as
               discussed under "--Servicing and Other Compensation and Payment
               of Expenses--Additional Servicing Compensation" above;

          o    to pay for the cost of an independent appraiser or other expert
               in real estate matters, to the extent such cost is not required
               to be advanced under the pooling and servicing agreement;

          o    to pay itself, the special servicer, any of the mortgage loan
               sellers, any holder (or, if applicable, beneficial owner) of
               certificates of the controlling class, or any other person, as
               the case may be, with respect to each mortgage loan, if any,
               previously purchased by such person pursuant to the pooling and
               servicing agreement, all amounts received in respect of any such
               purchased mortgage loan subsequent to the date of purchase;

          o    to pay, out of general collections on the mortgage loans and any
               REO Properties, for costs and expenses incurred by the trust in
               connection with the remediation of adverse environmental
               conditions at any mortgaged real property that secures a
               defaulted mortgage loan;


                                     S-134



          o    to pay itself, the special servicer, us, or any of their or our
               respective members, managers, shareholders, directors, officers,
               employees and agents, as the case may be, out of general
               collections on the mortgage loans and any REO Properties, any of
               the reimbursements or indemnities to which we or any of those
               other persons or entities are entitled as described under
               "Description of the Governing Documents--Matters Regarding the
               Master Servicer, the Special Servicer, the Manager and Us" in the
               accompanying prospectus;

          o    to pay, out of general collections on the mortgage loans and any
               REO Properties, for the costs of various opinions of counsel, the
               cost of recording the pooling and servicing agreement and
               expenses properly incurred by the tax administrator in connection
               with providing advice to the special servicer;

          o    to pay, out of general collections on deposit in the collection
               account, to the servicers, the trustee and/or the fiscal agent
               under the MLMT Series 2005-MCP1 pooling and servicing agreement
               any amount payable by the trust with respect to the Westchester
               Trust Mortgage Loan under the Westchester Intercreditor
               Agreement;

          o    to pay any other items described in this prospectus supplement as
               being payable from the collection account;

          o    to withdraw amounts deposited in the collection account in error;
               and

          o    to clear and terminate the collection account upon the
               termination of the pooling and servicing agreement.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

          Fair Value Call. The pooling and servicing agreement grants to the
special servicer and the holder (or, if applicable, the beneficial owner) of the
certificates with the largest percentage of voting rights allocated to the
controlling class of certificates (such holder (or, if applicable, beneficial
owner) referred to as the plurality controlling class certificateholder) a right
to purchase from the trust defaulted mortgage loans (other than the Westchester
Trust Mortgage Loan) under the circumstances described below in this "--Fair
Value Call" subsection. The defaulted mortgage loans in respect of which this
right may be exercised are mortgage loans (other than the Westchester Trust
Mortgage Loan) that have experienced payment defaults similar to the payment
defaults that would constitute a Servicing Transfer Event as described in the
glossary to this prospectus supplement or mortgage loans as to which the related
indebtedness has been accelerated by the master servicer or the special servicer
following default.

          At the time a mortgage loan becomes a defaulted mortgage loan (other
than the Westchester Trust Mortgage Loan) satisfying the criteria described in
the preceding paragraph, each of the special servicer and the plurality
controlling class certificateholder will have a purchase option (which option
will be assignable when the opportunity to exercise it arises) to purchase the
defaulted mortgage loan, from the trust fund at an option price generally equal
to (i) if the special servicer has not yet determined the fair value of the
defaulted mortgage loan, the sum of the unpaid principal balance of that
mortgage loan at the time of purchase, together with unpaid and accrued interest
on that mortgage loan at its mortgage interest rate, unpaid interest accrued on
related Advances, related unreimbursed servicing advances and other related
Additional Trust Fund Expenses, including special servicing fees, or (ii) the
fair value of the defaulted mortgage loan as determined by the special servicer,
if the special servicer has made such fair value determination; provided that if
(i) the option is being exercised by an assignee of the plurality controlling
class certificateholder that is not affiliated with the plurality controlling
class certificateholder, (ii) the assignment of the purchase right or option was
made for no material consideration, and (iii) the purchase option is exercised
more than 90 days following the making of a fair value determination, the option
price will include a principal recovery fee payable to the special servicer. The
special servicer will be


                                     S-135



permitted to change from time to time, its determination of the fair value of a
defaulted mortgage loan based upon changed circumstances, new information or
otherwise, in accordance with the Servicing Standard; provided, however, that
the special servicer will update its determination of the fair value of a
defaulted mortgage loan at least once every 90 days; and, provided, further,
that absent the special servicer having actual knowledge of a material change in
circumstances affecting the value of the related mortgaged real property, the
special servicer will not be obligated to update such determination. The
purchase option in respect of a defaulted mortgage loan will first belong to the
plurality controlling class certificateholder. If the purchase option is not
exercised by the plurality controlling class certificateholder or any assignee
thereof within 60 days of a fair value determination being made, then the
purchase option will belong to the special servicer for 15 days. If the purchase
option is not exercised by the special servicer or its assignee within such
15-day period, then the purchase option will revert to the plurality controlling
class certificateholder.

          Notwithstanding the foregoing, any one of the holders of the
Westchester Subordinate Non-Trust Loans will have the right to purchase the
Westchester Trust Mortgage Loan from the trust in certain default situations as
described under "Description of the Mortgage Pool--Westchester Loan
Combination". In addition, the holders of mezzanine loans may have the right to
purchase the related mortgage loan from the trust if certain defaults under the
related mortgage loan occur.

          Unless and until the purchase option with respect to a defaulted
mortgage loan is exercised, the special servicer will be required to pursue such
other resolution strategies available under the pooling and servicing agreement,
including workout and foreclosure consistent with the Servicing Standard, but
the special servicer will not be permitted to sell the defaulted mortgage loan
other than pursuant to the exercise of the purchase option.

          If not exercised sooner, the purchase option with respect to any
defaulted mortgage loan will automatically terminate upon (i) the related
mortgagor's cure of all related defaults on the defaulted mortgage loan, (ii)
the acquisition on behalf of the trust fund of title to the related mortgaged
real property by foreclosure or deed in lieu of foreclosure or (iii) the
modification or pay-off (full or discounted) of the defaulted mortgage loan in
connection with a workout. In addition, the purchase option with respect to a
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.

          If (a) a purchase option is exercised with respect to a defaulted
mortgage loan and the person expected to acquire the defaulted mortgage loan
pursuant to such exercise is the plurality controlling class certificateholder,
the special servicer, or any affiliate of any of them (meaning that the purchase
option has not been assigned to another unaffiliated person) and (b) the option
price is based on the special servicer's determination of the fair value of the
defaulted mortgage loan, then the master servicer or, if the master servicer and
the special servicer are the same person, the trustee (or a third-party
appraiser designated by the master servicer or the trustee, as applicable, at
its option, upon whose determination the master servicer or the trustee, as the
case may be, may, absent manifest error, conclusively rely) will be required to
confirm that the option price (as determined by the special servicer) represents
a fair value for the defaulted mortgage loan. The master servicer or the
trustee, as applicable, will be entitled to a fee of $2,500 for the initial
confirmation, but not for any subsequent confirmations, of fair value with
respect to that mortgage loan. The costs of all appraisals, inspection reports
and opinions of value incurred by the master servicer, the trustee or any
third-party appraiser in connection with such determination of fair value will
be reimbursable to the master servicer or the trustee, as applicable, as
servicing advances.


                                     S-136



          Foreclosure and Similar Proceedings. If a default on a mortgage loan
(other than the Westchester Trust Mortgage Loan) has occurred and is continuing
then, in addition to taking any of the actions described in "--Modifications,
Waivers, Amendments and Consents" above, subject to the discussion under "--The
Controlling Class Representative" above, the special servicer may, on behalf of
the trust, take any of the following actions:

          o    institute foreclosure proceedings;

          o    exercise any power of sale contained in the related mortgage;

          o    obtain a deed in lieu of foreclosure; or

          o    otherwise acquire title to the corresponding mortgaged real
               property, by operation of law or otherwise.

          Neither the master servicer nor the special servicer may acquire title
to any mortgaged real property or take any other action with respect to any
mortgaged real property that would cause the trustee, for the benefit of the
certificateholders, to be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or an "operator" of the
particular mortgaged real property within the meaning of federal environmental
laws, unless--

          o    the special servicer has previously received a report prepared by
               a person who regularly conducts environmental audits, which
               report will be an expense of the trust; and

          o    either:

               1.   the report indicates that--

                    o    the particular mortgaged real property is in compliance
                         with applicable environmental laws and regulations; and

                    o    there are no circumstances or conditions present at the
                         mortgaged real property that have resulted in any
                         contamination for which investigation, testing,
                         monitoring, containment, clean-up or remediation could
                         be required under any applicable environmental laws and
                         regulations; or

               2.   the special servicer (who may rely conclusively on the
                    report) determines that taking the actions necessary to
                    bring the particular mortgaged real property into compliance
                    with applicable environmental laws and regulations and/or
                    taking any of the other actions contemplated by clause 1.
                    above, is reasonably likely to maximize the recovery to
                    certificateholders, taking into account the time value of
                    money.

          If the environmental testing contemplated above establishes that any
of the conditions described in clauses 1. and 2. has not been satisfied with
respect to any mortgaged real property and there is no breach of a
representation or warranty requiring repurchase under the applicable mortgage
loan purchase agreement, the special servicer will be required to take such
action as is in accordance with the Servicing Standard (other than proceeding
against the related mortgaged real property). At such time as it deems
appropriate, the special servicer may, on behalf of the trust, release all or a
portion of the subject mortgaged real property from the lien of the related
mortgage instrument; provided that, if the related mortgage loan 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 real property, (i) the
special servicer shall have notified the rating agencies, the trustee, the
controlling class representative, the master servicer in writing of its
intention to so release all or a portion of such mortgaged real property and the
bases for such intention, and (ii) the trustee shall have notified the
certificateholders in writing of the special servicer's intention to so release
all or a portion of such mortgaged real property.


                                     S-137



          If the trust acquires title to any mortgaged real property, the
special servicer, on behalf of the trust, has to sell the particular real
property prior to the close of the third calendar year following the calendar
year in which that acquisition occurred, subject to limited exceptions as
described under "--REO Properties" below.

          If liquidation proceeds collected with respect to a defaulted mortgage
loan are less than the outstanding principal balance of the defaulted mortgage
loan, together with accrued interest on and reimbursable expenses incurred by
the special servicer and/or the master servicer in connection with the defaulted
mortgage loan, then the trust will realize a loss in the amount of the
shortfall. The special servicer, the master servicer, the trustee and/or the
fiscal agent will be entitled to payment or reimbursement out of the liquidation
proceeds recovered on any defaulted mortgage loan, prior to the payment of the
liquidation proceeds to the certificateholders, for--

          o    any and all amounts that represent unpaid servicing fees and
               additional servicing compensation with respect to the mortgage
               loan;

          o    unreimbursed (from the related mortgage loan) servicing expenses
               and Advances incurred with respect to the mortgage loan;

          o    any P&I advances made with respect to the mortgage loan that are
               unreimbursed from that mortgage loan; and

          o    any interest payable (or paid from general collections) to the
               master servicer and/or special servicer on any expenses and
               Advances and not reimbursed from that mortgage loan.

          Neither the master servicer nor the special servicer will be able to
take any enforcement action with respect to the Westchester Trust Mortgage Loan
or the related mortgaged real property. Any enforcement action would be taken by
the special servicer under the MLMT Series 2005-MCP1 pooling and servicing
agreement.

REO PROPERTIES

          If title to any mortgaged real property is acquired by the special
servicer on behalf of the trust, the special servicer will be required to sell
that property not later than the end of the third calendar year following the
year of acquisition, unless--

          o    the IRS grants an extension of time to sell the property; or

          o    the special servicer obtains an opinion of independent counsel
               generally to the effect that the holding of the property
               subsequent to the end of the third calendar year following the
               year in which the acquisition occurred will not result in the
               imposition of a tax on the trust assets or cause either of REMIC
               I or REMIC II to fail to qualify as a REMIC under the Code.

          Regardless of whether the special servicer applies for or is granted
an extension of time to sell the property, the special servicer must act in
accordance with the Servicing Standard to liquidate the property on a timely
basis. If an extension is granted or opinion given, the special servicer must
sell the REO Property within the period specified in the extension or opinion.

          The special servicer may be required to retain an independent
contractor to operate and manage the REO Property. The retention of an
independent contractor will not relieve the special servicer of its obligations
with respect to the REO Property.

          In general, the special servicer, or an independent contractor
employed by the special servicer at the expense of the trust, will be obligated
to operate and manage any REO Property in a manner that:

          o    maintains its status as foreclosure property under the REMIC
               provisions of the Code; and


                                     S-138



          o    is in accordance with the Servicing Standard.

          The special servicer must review the operation of each REO Property
and consult with the trustee, or any person appointed by the trustee to act as
tax administrator, to determine the trust's federal income tax reporting
position with respect to the income it is anticipated that the trust would
derive from the property. The special servicer could determine that it would not
be consistent with the Servicing Standard to manage and operate the property in
a manner that would avoid the imposition of a tax on net income from foreclosure
property, within the meaning of section 857(b)(4)(B) of the Code.

          This determination is most likely to occur in the case of an REO
Property that is a hotel. To the extent that income the trust receives from an
REO Property is subject to a tax on net income from foreclosure property, that
income would be subject to federal tax at the highest marginal corporate tax
rate, which is currently 35%.

          The determination as to whether income from an REO Property would be
subject to a tax will depend on the specific facts and circumstances relating to
the management and operation of each REO Property. Generally, income from an REO
Property that is directly operated by the special servicer would be apportioned
and classified as service or non-service income. The service portion of the
income could be subject to federal tax at the highest marginal corporate tax
rate and could also be subject to certain state or local taxes. The non-service
portion of the income could be subject to federal tax at the highest marginal
corporate tax rate or, although it appears unlikely, at the 100% rate. Any tax
imposed on the trust's income from an REO Property would reduce the amount
available for payment to the certificateholders. See "Federal Income Tax
Consequences" in this prospectus supplement and in the accompanying prospectus.
The reasonable out-of-pocket costs and expenses of obtaining professional tax
advice in connection with the foregoing will be payable out of the master
servicer's collection account.

          The special servicer will be required to 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 Property is acquired by the
trust, the special servicer will be required to establish and maintain an
account for the retention of revenues and other proceeds derived from the REO
Property. That REO account must be maintained in a manner and with a depository
institution that satisfies rating agency standards for securitizations similar
to the one involving the offered certificates. The special servicer will be
required to deposit, or cause to be deposited, in its REO account, following
receipt, all net income, insurance proceeds, condemnation proceeds and
liquidation proceeds received with respect to each REO Property. The funds held
in this REO account may be held as cash or invested in Permitted Investments.
Any interest or other income earned on funds in the special servicer's REO
account will be payable to the special servicer, subject to the limitations
described in the pooling and servicing agreement.

          The special servicer will be required to withdraw from its REO account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the account relating to that particular REO Property. Shortly after the end of
each collection period, the special servicer will be required to withdraw from
the REO account and deposit, or deliver to the master servicer for deposit, into
the master servicer's collection account the total of all amounts received with
respect to each REO Property during that collection period, net of--

          o    any withdrawals made out of those amounts as described in the
               preceding sentence; and

          o    any portion of those amounts that may be retained as reserves as
               described in the next paragraph.

          The special servicer may, subject to the limitations described in the
pooling and servicing agreement, retain in its REO account the portion of the
proceeds and collections as may be necessary to maintain a reserve of sufficient
funds for the proper operation, management, leasing, maintenance and disposition
of the related REO Property, including the creation of a reasonable reserve for
repairs, replacements, necessary capital improvements and other related
expenses.


                                     S-139



          The special servicer will be required to keep and maintain separate
records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, its REO account.

          The MLMT Series 2005-MCP1 pooling and servicing agreement contains
requirements similar but not identical to those described above regarding the
operation and disposition of the Westchester REO Property.

INSPECTIONS; COLLECTION OF OPERATING INFORMATION

          The special servicer will be required, at the expense of the trust, to
inspect or cause an inspection of the corresponding mortgaged real property as
soon as practicable after any mortgage loan (excluding the Westchester Trust
Mortgage Loan) becomes a specially serviced mortgage loan and annually so long
as such mortgage loan is a specially serviced mortgage loan. Beginning in 2006,
the master servicer, for each mortgage loan (excluding the Westchester Trust
Mortgage Loan) that is not a specially serviced mortgage loan and does not
relate to an REO Property, will be required, at its own expense, to inspect or
cause an inspection of the mortgaged real property at least once every calendar
year, unless such mortgaged real property has been inspected in such calendar
year by the special servicer. The master servicer and the special servicer will
each be required to prepare or cause the preparation of a written report of each
inspection performed by it that generally describes the condition of the
particular real property and that specifies--

          o    any sale, transfer or abandonment of the property of which the
               master servicer or the special servicer, as applicable, is aware;
               or

          o    any change in the property's condition or value of which the
               master servicer or the special servicer, as applicable, is aware
               and considers to be material; or

          o    any visible waste committed on the property of which the master
               servicer or special servicer, as applicable, is aware and
               considers to be material.

          The special servicer, in the case of each specially serviced mortgage
loan, and the master servicer, in the case of each other mortgage loan
(excluding the Westchester Trust Mortgage Loan), will each be required to use
reasonable efforts to collect from the related borrower, the quarterly (if any)
and annual operating statements, budgets and rent rolls of the corresponding
mortgaged real property. However, there can be no assurance that any operating
statements required to be delivered by a borrower will in fact be delivered, nor
is the master servicer or the special servicer likely to have any practical
means of compelling delivery.

          The special servicer will also be required to cause quarterly and
annual operating statements, budgets and rent rolls to be prepared for each REO
Property (other than the Westchester REO Property).

          The master servicer, with respect to each mortgage loan (other than
the Westchester Trust Mortgage Loan), will be required to prepare and maintain
an operating statement analysis for each mortgaged real property and each REO
Property, as applicable, and copies of such operating statement analyses are to
be made available by the master servicer to the trustee, the special servicer
and/or the controlling class representative upon request or as otherwise
provided in the pooling and servicing agreement (but not more frequently than
quarterly).

          Inspections of the mortgaged real properties securing the Westchester
Loan Combination are to be performed by the MLMT Series 2005-MCP1 master
servicer and/or special servicer.

EVIDENCE AS TO COMPLIANCE

          On or before May 1 of each year, beginning in 2006 (provided that, if
any of the following items are required in connection with any filing with the
Securities and Exchange Commission, the master servicer and the


                                     S-140



special servicer will be required to deliver such items on or before March 15 of
each year, beginning in 2006), each of the master servicer and the special
servicer must--

          o    at its expense, cause a firm of independent public accountants,
               that is a member of the American Institute of Certified Public
               Accountants to furnish a statement to the trustee, among others,
               to the effect that--

               1.   the firm has examined the servicing operations of the master
                    servicer or the special servicer, as the case may be, for
                    the previous year, and

               2.   on the basis of that examination, conducted substantially in
                    compliance with USAP, the firm confirms that the master
                    servicer or the special servicer, as applicable, has
                    complied with the minimum servicing standards identified in
                    USAP, in all material respects, except for the significant
                    exceptions or errors in records that, in the opinion of the
                    firm, USAP requires it to report,

               provided that in rendering its report the firm may rely, as to
               matters relating to the direct servicing of commercial and
               multifamily mortgage loans by sub-servicers, upon comparable
               reports of firms of independent certified public accountants
               rendered on the basis of examinations conducted in accordance
               with substantially the same standards, within one year of the
               report, with respect to those sub-servicers; and

          o    deliver to the trustee, among others, a statement signed by an
               officer of the master servicer or the special servicer, as the
               case may be, to the effect that, to the best knowledge of that
               officer, the master servicer or special servicer, as the case may
               be, has fulfilled its obligations under the pooling and servicing
               agreement in all material respects throughout the preceding
               calendar year or portion of that year during which the
               certificates were outstanding or, if there has been a material
               default, specifying each material default known to such officer
               and the nature and status of that default.

EVENTS OF DEFAULT

          Each of the following events, circumstances and conditions will be
considered events of default under the pooling and servicing agreement:

          o    any failure by the master servicer to deposit into the collection
               account any amount required to be so deposited by it under the
               pooling and servicing agreement, which failure continues
               unremedied for two business days following the date on which the
               deposit was required to be made; or

          o    any failure by the master servicer to remit to the trustee for
               deposit into the distribution account any amount required to be
               so remitted by it under the pooling and servicing 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

          o    any failure by the special servicer to deposit into the REO
               account or to deposit into, or to remit to the master servicer
               for deposit into, the collection account, any amount required to
               be so deposited or remitted under the pooling and servicing
               agreement, provided, however, that the failure to deposit or
               remit such amount will not be an event of default if such failure
               is remedied within one business day and in any event on or prior
               to the related P&I advance date; or

          o    the master servicer fails to timely make any servicing advance
               required to be made by it under the pooling and servicing
               agreement, and that failure continues unremedied for five
               business days following the date on which notice has been given
               to the master servicer by the trustee; or


                                     S-141



          o    the master servicer or the special servicer fails to observe or
               perform in any material respect any of its other covenants or
               agreements under the pooling and servicing agreement, and that
               failure continues unremedied for 30 days after written notice of
               it, requiring it to be remedied, has been given to the master
               servicer or the special servicer, as the case may be, by any
               other party to the pooling and servicing agreement or by
               certificateholders entitled to not less than 25% of the voting
               rights for the certificates; provided, however, that with respect
               to any such failure that is not curable within such 30-day
               period, the master servicer or the special servicer, as the case
               may be, will have an additional cure period of 30 days to effect
               such cure so long as the master servicer or the special servicer,
               as the case may be, has commenced to cure such failure within the
               initial 30-day period and has provided the trustee with an
               officer's certificate certifying that it has diligently pursued,
               and is continuing to pursue, a full cure; or

          o    it is determined that there is a breach by the master servicer or
               the special servicer of any of its representations or warranties
               contained in the pooling and servicing agreement that materially
               and adversely affects the interests of any class of
               certificateholders, and that breach continues unremedied for 30
               days after written notice of it, requiring it to be remedied, has
               been given to the master servicer or the special servicer, as the
               case may be, by any other party to the pooling and servicing
               agreement or by certificateholders entitled to not less than 25%
               of the voting rights for the certificates; 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, will have an additional cure period of 30
               days to effect such cure so long as the master servicer or the
               special servicer, as the case may be, has commenced to cure such
               breach within the initial 30-day period and has provided the
               trustee with an officer's certificate certifying that it has
               diligently pursued, and is continuing to pursue, a full cure; or

          o    a decree or order of a court having jurisdiction in an
               involuntary case under 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, marshalling of assets and
               liabilities or similar proceedings, or for the winding-up or
               liquidation of its affairs, is entered against the master
               servicer or the special servicer and the decree or order remains
               in force for a period of 60 days, provided, however, that the
               master servicer or the special servicer, as appropriate, will
               have an additional period of 30 days to effect a discharge,
               dismissal or stay of the decree or order if it commenced the
               appropriate proceedings to effect such discharge, dismissal or
               stay within the initial 60-day period; or

          o    the master servicer or special servicer consents to the
               appointment of a conservator, receiver, liquidator, trustee or
               similar official in any bankruptcy, insolvency, readjustment of
               debt, marshalling of assets and liabilities or similar
               proceedings relating to it or of or relating to all or
               substantially all of its property; or

          o    the master servicer or special servicer admits in writing its
               inability to pay its debts or takes other actions specified in
               the pooling and servicing agreement indicating its insolvency or
               inability to pay its obligations; or

          o    the master servicer or the special servicer obtains actual
               knowledge that any of DBRS, Fitch or Moody's has (a) qualified,
               downgraded or withdrawn any rating then assigned by it to any
               class of certificates, or (b) placed any class of certificates on
               "watch status" in contemplation of possible rating downgrade or
               withdrawal (and that "watch status" placement has not have been
               withdrawn by it within 60 days of such placement), and, in either
               case, cited servicing concerns with the master servicer or
               special servicer as the sole or a material factor in such rating
               action; or


                                     S-142



          o    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 the rating is not restored within 30 days after the subject
               downgrade or withdrawal.

          With respect to the Westchester Trust Mortgage Loan, the events,
circumstances and conditions that will be considered events of default under the
MLMT Series 2005-MCP1 pooling and servicing agreement are generally similar but
not identical to those that will be considered events of default under the
pooling and servicing agreement as described above.

RIGHTS UPON EVENT OF DEFAULT

          If an event of default described above under "--Events of Default"
above occurs with respect to the master servicer or the special servicer and
remains unremedied, the trustee will be authorized, and at the direction of
either the controlling class representative or the certificateholders entitled
to not less than 25% of the voting rights for all the classes of certificates,
the trustee will be required, to terminate all of the rights and obligations of
the defaulting party under the pooling and servicing agreement and in and to the
trust assets other than any rights the defaulting party may have as a
certificateholder; provided that the terminated defaulting party will continue
to be entitled to receive all amounts due and owing to it in accordance with the
terms of the pooling and servicing agreement and will continue to be entitled to
the benefit of any provisions for reimbursement or indemnity as and to the
extent provided in the pooling and servicing agreement. Upon any termination,
the trustee must either:

          o    succeed to all of the responsibilities, duties and liabilities of
               the master servicer or special servicer, as the case may be,
               under the pooling and servicing agreement; or

          o    appoint an established mortgage loan servicing institution to act
               as successor master servicer or special servicer, as the case may
               be, provided such successor is reasonably acceptable to the
               controlling class representative.

          Either the controlling class representative or the holders of
certificates entitled to a majority of the voting rights for the certificates
may require the trustee to appoint an established mortgage loan servicing
institution to act as successor master servicer or special servicer, as the case
may be, rather than have the trustee act as that successor, provided such
successor is reasonably acceptable to the controlling class representative. The
appointment of a successor special servicer by the trustee is subject to the
rights of the controlling class of certificateholders to designate a successor
special servicer as described under "--Replacement of the Special Servicer"
above.

          In general, the certificateholders entitled to at least 66 2/3% of the
voting rights allocated to each class of certificates affected by any event of
default may waive the event of default. However, the events of default described
in the first, second, third, tenth or eleventh bullets under "--Events of
Default" above may only be waived by all of the holders of the affected classes
of the certificates. Upon any waiver of an event of default, the event of
default will cease to exist and will be deemed to have been remedied for every
purpose under the pooling and servicing agreement.

          The MLMT Series 2005-MCP1 pooling and servicing agreement provides
that the MLMT Series 2005-MCP1 special servicer may be terminated and replaced
at the request of the Westchester Controlling Subordinate Noteholder or the
certificateholders, acting in the manner provided in the pooling and servicing
agreement, solely with respect to the Westchester Loan Combination in
circumstances where a default of the MLMT Series 2005-MCP1 special servicer
affects the Westchester Subordinate Non-Trust Loans or the Westchester Trust
Mortgage Loan.


                                     S-143



                     DESCRIPTION OF THE OFFERED CERTIFICATES

GENERAL

          The certificates will be issued, on or about August 24, 2005, under
the pooling and servicing agreement. They will represent the entire beneficial
ownership interest of the trust. The assets of the trust will include:

          o    a segregated pool of mortgage loans;

          o    any and all payments under and proceeds of those mortgage loans
               received after the cut-off date, exclusive of payments of
               principal, interest and other amounts due on or before that date;

          o    the loan documents for those mortgage loans;

          o    any REO Properties acquired by the trust with respect to any of
               those mortgage loans that come into and continue in default; and

          o    those funds or assets as from time to time are deposited in the
               master servicer's collection account, the special servicer's REO
               account, the trustee's distribution account described under
               "--Distribution Account" below or the trustee's interest reserve
               account described under "--Interest Reserve Account" below.

          Whenever we refer to mortgage loans in this prospectus supplement, we
are referring to the mortgage loans that we intend to include in the trust fund,
unless the context clearly indicates otherwise.

          The  certificates will include the following classes:

          o    the XP, A-1, A-2, A-3A, A-3B, A-SB, A-4, AM, AJ, B, C and D
               classes, which are the classes of certificates that are offered
               by this prospectus supplement; and

          o    the XC, E, F, G, H, J, K, L, M, N, P, Q, Z, R-I and R-II classes,
               which are the classes of certificates that--

               1.   will be retained or privately placed by us; and

               2.   are not offered by this prospectus supplement.

          The class A-1, A-2, A-3A, A-3B, A-SB, A-4, AM, AJ, B, C, D, E, F, G,
H, J, K, L, M, N, P and Q certificates are the only certificates that will have
principal balances and are sometimes referred to as the principal balance
certificates. The principal balance of any of these certificates will represent
the total payments of principal to which the holder of the certificate is
entitled over time out of payments, or advances in lieu of payments, and other
collections on the assets of the trust. Accordingly, on each distribution date,
the principal balance of each certificate having a principal balance will be
permanently reduced by any payments of principal actually made with respect to
that certificate on that distribution date. See "--Payments" below.

          On any particular distribution date, the principal balance of each
class of principal balance certificates may also be reduced, without any
corresponding payment, in connection with losses on the mortgage loans and
default-related and otherwise unanticipated expenses of the trust. However, in
limited circumstances, the total principal balance of a class of principal
balance certificates that was previously so reduced without a corresponding
payment of principal, may be reinstated (up to the amount of that prior
reduction), with past due interest. In general, such a reinstatement of
principal balance on any particular distribution date would result from any
recoveries of Nonrecoverable Advances or interest thereon that were reimbursed
and/or paid in a prior collection period from the principal portion of general
collections on the mortgage pool, which recoveries are


                                     S-144



included in the Principal Distribution Amount for such distribution date. See
"--Reductions to Certificate Principal Balances in Connection with Realized
Losses and Additional Trust Fund Expenses" below.

          The class XC and XP certificates will not have principal balances, and
the holders of the class XC and XP certificates will not be entitled to receive
payments of principal. However, each class XC and XP certificate will have a
notional amount for purposes of calculating the accrual of interest with respect
to that certificate.

          The total notional amount of the class XC certificates will equal the
total principal balance of all the class A-1, A-2, A-3A, A-3B, A-SB, A-4, AM,
AJ, B, C, D, E, F, G, H, J, K, L, M, N, P and Q certificates outstanding from
time to time. The total initial notional amount of the class XC certificates
will be approximately $2,056,750,308 although it may be as much as 5% larger or
smaller, depending on the actual size of the initial mortgage pool balance.

          The total notional amount of the class XP certificates will equal:

          o    during the period from the date of initial issuance of the
               certificates through and including the distribution date in
               February 2006, the sum of (a) the lesser of $75,410,000 and the
               total principal balance of the class A-1 certificates outstanding
               from time to time and (b) the total principal balance of the
               class A-2, A-3A, A-3B, A-SB, A-4, AM, AJ, B, C, D, E, F, G, H, J,
               K and L certificates outstanding from time to time;

          o    during the period following the distribution date in February
               2006 through and including the distribution date in August 2006,
               the sum of (a) the lesser of $69,802,000 and the total principal
               balance of the class A-1 certificates outstanding from time to
               time and (b) the total principal balance of the class A-2, A-3A,
               A-3B, A-SB, A-4, AM, AJ, B, C, D, E, F, G, H, J, K and L
               certificates outstanding from time to time;

          o    during the period following the distribution date in August 2006
               through and including the distribution date in February 2007, the
               sum of (a) the lesser of $30,554,000 and the total principal
               balance of the class A-1 certificates outstanding from time to
               time and (b) the total principal balance of the class A-2, A-3A,
               A-3B, A-SB, A-4, AM, AJ, B, C, D, E, F, G, H, J, K and L
               certificates outstanding from time to time;

          o    during the period following the distribution date in February
               2007 through and including the distribution date in August 2007,
               the sum of (a) the lesser of $519,094,000 and the total principal
               balance of the class A-2 certificates outstanding from time to
               time and (b) the total principal balance of the class A-3A, A-3B,
               A-SB, A-4, AM, AJ, B, C, D, E, F, G, H, J, K and L certificates
               outstanding from time to time;

          o    during the period following the distribution date in August 2007
               through and including the distribution date in February 2008, the
               sum of (a) the lesser of $474,398,000 and the total principal
               balance of the class A-2 certificates outstanding from time to
               time, (b) the total principal balance of the class A-3A, A-3B,
               A-SB, A-4, AM, AJ, B, C, D, E, F, G and H certificates
               outstanding from time to time and (c) the lesser of $6,637,000
               and the total principal balance of the class J certificates
               outstanding from time to time;

          o    during the period following the distribution date in February
               2008 through and including the distribution date in August 2008,
               the sum of (a) the lesser of $430,733,000 and the total principal
               balance of the class A-2 certificates outstanding from time to
               time, (b) the total principal balance of the class A-3A, A-3B,
               A-SB, A-4, AM, AJ, B, C, D, E, F and G certificates outstanding
               from time to time and (d) the lesser of $12,433,000 and the total
               principal balance of the class H certificates outstanding from
               time to time;


                                     S-145



          o    during the period following the distribution date in August 2008
               through and including the distribution date in February 2009, the
               sum of (a) the lesser of $387,497,000 and the total principal
               balance of the class A-2 certificates outstanding from time to
               time, (b) the total principal balance of the class A-3A, A-3B,
               A-SB, A-4, AM, AJ, B, C, D, E and F certificates outstanding from
               time to time and (c) the lesser of $13,757,000 and the total
               principal balance of the class G certificates outstanding from
               time to time;

          o    during the period following the distribution date in February
               2009 through and including the distribution date in August 2009,
               the sum of (a) the lesser of $345,035,000 and the total principal
               balance of the class A-2 certificates outstanding from time to
               time, (b) the total principal balance of the class A-3A, A-3B,
               A-SB, A-4, AM, AJ, B, C, D and E certificates outstanding from
               time to time and (c) the lesser of $28,594,000 and the total
               principal balance of the class F certificates outstanding from
               time to time;

          o    during the period following the distribution date in August 2009
               through and including the distribution date in February 2010, the
               sum of (a) the lesser of $88,029,000 and the total principal
               balance of the class A-2 certificates outstanding from time to
               time, (b) the total principal balance of the class A-3A, A-3B,
               A-SB, A-4, AM, AJ, B, C, D and E certificates outstanding from
               time to time and (c) the lesser of $ 10,647,000 and the total
               principal balance of the class F certificates outstanding from
               time to time;

          o    during the period following the distribution date in February
               2010 through and including the distribution date in August 2010,
               the sum of (a) the lesser of $2,260,000 and the total principal
               balance of the class A-3A certificates outstanding from time to
               time, (b) the total principal balance of the class A-3B, A-SB,
               A-4, AM, AJ, B, C and D certificates outstanding from time to
               time and (c) the lesser of $19,235,000 and the total principal
               balance of the class E certificates outstanding from time to
               time;

          o    during the period following the distribution date in August 2010
               through and including the distribution date in February 2011, the
               sum of (a) the lesser of $30,294,000 and the total principal
               balance of the class A-3B certificates outstanding from time to
               time, (b) the lesser of $99,540,000 and the total principal
               balance of the class A-SB certificates outstanding from time to
               time, (c) the total principal balance of the class A-4, AM, AJ,
               B, C and D certificates outstanding from time to time and (d) the
               lesser of $6,768,000 and the total principal balance of the class
               E certificates outstanding from time to time;

          o    during the period following the distribution date in February
               2011 through and including the distribution date in August 2011,
               the sum of (a) the lesser of $11,624,000 and the total principal
               balance of the class A-3B certificates outstanding from time to
               time, (b) the lesser of $88,764,000 and the total principal
               balance of the class A-SB certificates outstanding from time to
               time, (c) the total principal balance of the class A-4, AM, AJ, B
               and C certificates outstanding from time to time and (d) the
               lesser of $33,570,000 and the total principal balance of the
               class D certificates outstanding from time to time;

          o    during the period following the distribution date in August 2011
               through and including the distribution date in February 2012, the
               sum of (a) the lesser of $492,344,000 and the total principal
               balance of the class A-4 certificates outstanding from time to
               time, (b) the total principal balance of the class AM, AJ, B and
               C certificates outstanding from time to time and (c) the lesser
               of $22,238,000 and the total principal balance of the class D
               certificates outstanding from time to time;

          o    during the period following the distribution date in February
               2012 through and including the distribution date in August 2012,
               the sum of (a) the lesser of $407,641,000 and the total principal


                                     S-146



               balance of the class A-4 certificates outstanding from time to
               time, (b) the total principal balance of the class AM, AJ, B and
               C certificates outstanding from time to time and (c) the lesser
               of $11,344,000 and the total principal balance of the class D
               certificates outstanding from time to time;

          o    during the period following the distribution date in August 2012
               through and including the distribution date in February 2013, the
               sum of (a) the lesser of $383,773,000 and the total principal
               balance of the class A-4 certificates outstanding from time to
               time, (b) the total principal balance of the class AM, AJ, B and
               C certificates outstanding from time to time and (c) the lesser
               of $2,323,000 and the total principal balance of the class D
               certificates outstanding from time to time;

          o    during the period following the distribution date in February
               2013 through and including the distribution date in August 2013,
               the sum of (a) the lesser of $360,430,000 and the total principal
               balance of the class A-4 certificates outstanding from time to
               time, (b) the total principal balance of the class AM, AJ and B
               certificates outstanding from time to time and (c) the lesser of
               $11,745,000 and the total principal balance of the class C
               certificates outstanding from time to time;

          o    following the distribution date in August 2013, $0.

          The total initial notional amount of the class XP certificates will be
approximately $2,008,754,000, although it may be as much as 5% larger or
smaller, depending on the actual total initial principal balance of the class
A-1, A-2, A-3A, A-3B, A-SB, A-4, AM, AJ, B, C, D, E, F, G, H, J, K and L
certificates.

          In general, principal balances and notional amounts will be reported
on a class-by-class basis. In order to determine the principal balance or
notional amount of any of your offered certificates from time to time, you may
multiply the original principal balance or notional amount of that certificate
as of the date of initial issuance of the offered certificates, as specified on
the face of that certificate, by the then-applicable certificate factor for the
relevant class. The certificate factor for any class of offered certificates, as
of any date of determination, will equal a fraction, expressed as a percentage,
the numerator of which will be the then outstanding total principal balance or
notional amount, as applicable, of that class, and the denominator of which will
be the original total principal balance or notional amount, as applicable, of
that class. Certificate factors will be reported monthly in the trustee's
report.

REGISTRATION AND DENOMINATIONS

          General. The offered certificates will be issued in book-entry form in
original denominations of--

          o    in the case of the class XP certificates, $100,000 initial
               notional amount and in any whole dollar denominations in excess
               of $100,000; and

          o    in the case of the other offered certificates, $25,000 initial
               principal balance and in any whole dollar denomination in excess
               of $25,000.


                                     S-147



          Each class of offered certificates will initially be represented by
one or more certificates registered in the name of Cede & Co., as nominee of The
Depository Trust Company. You will not be entitled to receive an offered
certificate issued in fully registered, certificated form, except under the
limited circumstances described in the accompanying prospectus under
"Description of The Certificates--Book-Entry Registration". For so long as any
class of offered certificates is held in book-entry form--

          o    all references in this prospectus supplement to actions by
               holders of those certificates will refer to actions taken by DTC
               upon instructions received from beneficial owners of those
               certificates through its participating organizations; and

          o    all references in this prospectus supplement to payments,
               notices, reports, statements and other information to holders of
               those certificates will refer to payments, notices, reports and
               statements to DTC or Cede & Co., as the registered holder of
               those certificates, for payment to beneficial owners of offered
               certificates through its participating organizations in
               accordance with DTC's procedures.

          The trustee will initially serve as certificate registrar for purposes
of providing for the registration of the offered certificates and, if and to the
extent physical certificates are issued to the actual beneficial owners of any
of the offered certificates, the registration of transfers and exchanges of
those certificates.

          For a discussion of DTC, see "Description of The
Certificates--Book-Entry Registration" in the accompanying prospectus.

DISTRIBUTION ACCOUNT

          General. The trustee must establish and maintain an account in which
it will hold funds pending their payment on the certificates and from which it
will make those payments. That distribution account must be maintained in a
manner and with a depository institution that satisfies rating agency standards
for securitizations similar to the one involving the offered certificates. Funds
held in the trustee's distribution account may be held as cash or invested in
Permitted Investments. Any interest or other income earned on funds in the
trustee's distribution account will be paid to the trustee subject to the
limitations set forth in the pooling and servicing agreement.

          Although the trustee may establish and maintain collections of
Additional Interest in an account separate from, but comparable to, its
distribution account, it is anticipated that, and the discussion in this
prospectus supplement assumes that, any collections of Additional Interest will
be held as part of a sub-account of the trustee's distribution account.

          Deposits. On the business day prior to each distribution date, the
master servicer will be required to remit to the trustee for deposit in the
distribution account the following funds:

          o    all payments and other collections on the mortgage loans and any
               REO Properties that are then on deposit in the master servicer's
               collection account, exclusive of any portion of those payments
               and other collections that represents one or more of the
               following:

               1.   monthly debt service payments due on a due date subsequent
                    to the end of the related collection period;

               2.   payments and other collections received after the end of the
                    related collection period;

               3.   amounts that are payable or reimbursable from the master
                    servicer's collection account to any person other than the
                    certificateholders, including--

                    (a)  amounts payable to the master servicer or the special
                         servicer as compensation,


                                     S-148



                         including master servicing fees, special servicing
                         fees, workout fees, principal recovery fees, assumption
                         fees, modification fees and, to the extent not
                         otherwise applied to cover interest on Advances and/or
                         certain other actual or potential Additional Trust Fund
                         Expenses, Penalty Interest and late payment charges,

                    (b)  amounts payable in reimbursement of outstanding
                         Advances, together with interest on those Advances, and

                    (c)  amounts payable with respect to other expenses of the
                         trust; and

               4.   amounts deposited in the master servicer's collection
                    account in error;

          o    any compensating interest payment deposited in the master
               servicer's collection account to cover Prepayment Interest
               Shortfalls incurred with respect to the mortgage loans during the
               related collection period;

          o    any P&I advances made with respect to that distribution date; and

          o    any amounts paid by the master servicer, the special servicer or
               the plurality controlling class certificateholder to purchase all
               the mortgage loans and any REO Properties (minus certain required
               deductions) in connection with the termination of the trust as
               contemplated under "Description of the Offered
               Certificates--Termination" in this prospectus supplement.

          See "--Advances of Delinquent Monthly Debt Service Payments and
Reimbursement of Advances" below and "Servicing of the Mortgage
Loans--Collection Account" and "--Servicing and Other Compensation and Payment
of Expenses" in this prospectus supplement.

          With respect to each distribution date that occurs during March,
commencing in March 2006, the trustee will be required to transfer from its
interest reserve account, which we describe under "--Interest Reserve Account"
below, to the distribution account the interest reserve amounts that are then
being held in that interest reserve account with respect to those mortgage loans
that accrue interest on an Actual/360 Basis.

          Withdrawals. The trustee may from time to time make withdrawals from
its distribution account for any of the following purposes:

          o    to pay itself a monthly fee which is described under "--The
               Trustee" below and any interest or other income earned on funds
               in the distribution account;

          o    to indemnify itself and various related persons, as described
               under "Description of the Governing Documents--Matters Regarding
               the Trustee" in the accompanying prospectus, and to indemnify the
               fiscal agent and various related persons to the same extent;

          o    to pay for any opinions of counsel required to be obtained in
               connection with any amendments to the pooling and servicing
               agreement and certain other opinions of counsel provided for in
               the pooling and servicing agreement;

          o    to pay any federal, state and local taxes imposed on the trust,
               its assets and/or transactions, together with all incidental
               costs and expenses, that are required to be borne by the trust as
               described under "Federal Income Tax Consequences--Taxation of
               Owners of REMIC Residual Certificates--Prohibited Transactions
               Tax and Other Taxes" in the accompanying prospectus and
               "Servicing of the Mortgage Loans--REO Properties" in this
               prospectus supplement;

          o    to pay any separate tax administrator any amounts reimbursable to
               it;


                                     S-149



          o    to transfer from its distribution account to its interest reserve
               account interest reserve amounts with respect to those mortgage
               loans that accrue interest on an Actual/360 Basis, as and when
               described under "--Interest Reserve Account" below;

          o    to pay to the master servicer any amounts deposited by the master
               servicer in the distribution account not required to be deposited
               therein;

          o    to pay any amounts due and payable under the terms of the
               Westchester Intercreditor Agreement, which amounts are specified
               as being payable by the holder of the Westchester Trust Mortgage
               Loan; and

          o    to clear and terminate the distribution account at the
               termination of the pooling and servicing agreement.

          On each distribution date, all amounts on deposit in the trustee's
distribution account, exclusive of any portion of those amounts that are to be
withdrawn for the purposes contemplated in the foregoing paragraph, will be
withdrawn and applied to make payments on the certificates. For any distribution
date, those funds will consist of three separate components--

          o    the portion of those funds that represent prepayment
               consideration collected on the mortgage loans as a result of
               voluntary or involuntary prepayments that occurred during the
               related collection period, which will be paid to the holders of
               certain classes of certificates as described under
               "--Payments--Payments of Prepayment Premiums and Yield
               Maintenance Charges" below;

          o    the portion of those funds that represent Additional Interest
               collected on the ARD Loans during the related collection period,
               which will be paid to the holders of the class Z certificates as
               described under "--Payments--Payments of Additional Interest"
               below; and

          o    the remaining portion of those funds, which--

               1.   we refer to as the Available Distribution Amount; and

               2.   will be paid to the holders of all the certificates, other
                    than the class Z certificates, as described under
                    "--Payments--Priority of Payments" below.

INTEREST RESERVE ACCOUNT

          The trustee must maintain an account in which it will hold the
interest reserve amounts described in the next paragraph with respect to those
mortgage loans that accrue interest on an Actual/360 Basis. That interest
reserve account must be maintained in a manner and with a depository that
satisfies rating agency standards for similar securitizations as the one
involving the offered certificates. The interest reserve account may be a
sub-account of the distribution account, but for purposes of the discussion in
this prospectus supplement it is presented as if it were a separate account.
Funds held in the trustee's interest reserve account may be held as cash or
invested in Permitted Investments. Any interest or other income earned on funds
in the trustee's interest reserve account will be paid to the trustee subject to
the limitations set forth in the pooling and servicing agreement.

          During January, except in a leap year, and February of each calendar
year, beginning in 2006, the trustee will, on or before the distribution date in
that month, withdraw from the distribution account and deposit in its interest
reserve account the interest reserve amounts with respect to those mortgage
loans that accrue interest on an Actual/360 Basis and for which the monthly debt
service payment due in that month was either received or advanced. That interest
reserve amount for each of those mortgage loans will generally equal one day's
interest (exclusive of Penalty Interest and Additional Interest and net of any
master servicing fees and trustee fees payable therefrom and, in the case of the
Westchester Trust Mortgage Loan, further net of any servicing fee payable


                                     S-150



therefrom under the MLMT Series 2005-MCP1 pooling and servicing agreement)
accrued on the Stated Principal Balance of the subject mortgage loan as of the
end of the related collection period.

          During March of each calendar year, beginning in 2006, the trustee
will, on or before the distribution date in that month, withdraw from its
interest reserve account and deposit in the distribution account any and all
interest reserve amounts then on deposit in the interest reserve account with
respect to those mortgage loans that accrue interest on an Actual/360 Basis. All
interest reserve amounts that are so transferred from the interest reserve
account to the distribution account will be included in the Available
Distribution Amount for the distribution date during the month of transfer.

CALCULATION OF PASS-THROUGH RATES

          The pass-through rates for the class A-1 and A-2 certificates will, in
the case of each of these classes, be fixed at the rate per annum identified as
the initial pass-through rate for the subject class in the table under "Summary
of Prospectus Supplement--Overview of the Series 2005-CIP1 Certificates" in this
prospectus supplement.

          The pass-through rates for the class A-3A, A-3B, A-SB, A-4, AM, AJ, J,
K, L, M, N, P and Q certificates will, in the case of each of these classes,
with respect to any interest accrued period, equal the lesser of (a) the
Weighted Average Net Mortgage Rate for the related distribution date and (b) the
rate per annum identified as the initial pass-through rate for the subject class
in the table under "Summary of Prospectus Supplement--Overview of the Series
2005-CIP1 Certificates" in this prospectus supplement.

          The pass-through rate for the class B, C, D, E, F, G and H
certificates will, in the case of each of these classes, be a variable rate
that, with respect to any interest accrual period, is equal the Weighted Average
Net Mortgage Rate for the related distribution date minus, in the case of the
class B, C and D certificates, a class margin. That class margin will be 0.109%
in the case of the class B certificates, 0.079% in the case of the class C
certificates and 0.010% in the case of the class D certificates.

          The pass-through rate for the class XP certificates, for each interest
accrual period through and including the July 2013 interest accrual period, will
equal the weighted average of the respective strip rates, which we refer to as
class XP strip rates, at which interest accrues during that interest accrual
period on the respective components of the total notional amount of the class XP
certificates outstanding immediately prior to the related distribution date,
with the relevant weighting to be done based upon the relative sizes of those
components. Each of those components will be comprised of all or a designated
portion of the total principal balance of a specified class of principal balance
certificates. If all or a designated portion of the total principal balance of
any class of principal balance certificates is identified under "--General"
above as being part of the total notional amount of the class XP certificates
immediately prior to any distribution date, then that total principal balance
(or designated portion thereof) will represent a separate component of the
notional amount of the class XP certificates for purposes of calculating the
accrual of interest during the related interest accrual period. For purposes of
accruing interest during any interest accrual period, through and including the
July 2013 interest accrual period, on any particular component of the notional
amount of the class XP certificates immediately prior to the related
distribution date, the applicable class XP strip rate will equal the excess, if
any, of:

          (1)  the lesser of (a) the reference rate specified in Annex D to this
               prospectus supplement for such interest accrual period and (b)
               the Weighted Average Net Mortgage Rate for the related
               distribution date, over

          (2)  the pass-through rate in effect during such interest accrual
               period for the class of principal balance certificates whose
               principal balance, or a designated portion thereof, comprises
               such component.


                                     S-151



          Following the July 2013 interest accrual period, the class XP
certificates will cease to accrue interest. In connection therewith, the class
XP certificates will have a 0% pass-through rate for the August 2013 interest
accrual period and for each interest accrual period thereafter.

          The pass-through rate for the class XC certificates for any interest
accrual period will equal the weighted average of the respective strip rates,
which we refer to as class XC strip rates, at which interest accrues during that
interest accrual period on the respective components of the total notional
amount of the class XC certificates outstanding immediately prior to the related
distribution date, with the relevant weighting to be done based upon the
relative sizes of those components. Each of those components will be comprised
of all or a designated portion of the total principal balance of the respective
classes of the principal balance certificates. In general, the total principal
balance of each class of principal balance certificates will constitute a
separate component of the total notional amount of the class XC certificates;
provided that, if a portion, but not all, of the total principal balance of any
particular class of principal balance certificates is identified under
"--General" above as being part of the total notional amount of the class XP
certificates immediately prior to any distribution date, then that identified
portion of such total principal balance will also represent a separate component
of the total notional amount of the class XC certificates for purposes of
calculating the accrual of interest during the related interest accrual period,
and the remaining portion of such total principal balance will represent another
separate component of the class XC certificates for purposes of calculating the
accrual of interest during the related interest accrual period. For purposes of
accruing interest during any interest accrual period, through and including the
July 2013 interest accrual period, on any particular component of the total
notional amount of the class XC certificates immediately prior to the related
distribution date, the applicable class XC strip rate will be calculated as
follows:

          (1)  if such particular component consists of the entire total
               principal balance of any class of principal balance certificates,
               and if such total principal balance also constitutes, in its
               entirety, a component of the total notional amount of the class
               XP certificates immediately prior to the related distribution
               date, then the applicable class XC strip rate will equal the
               excess, if any, of (a) the Weighted Average Net Mortgage Rate for
               the related distribution date, over (b) the greater of (i) the
               reference rate specified on Annex D to this prospectus supplement
               for such interest accrual period and (ii) the pass-through rate
               in effect during such interest accrual period for such class of
               principal balance certificates;

          (2)  if such particular component consists of a designated portion
               (but not all) of the total principal balance of any class of
               principal balance certificates, and if such designated portion of
               such total principal balance also constitutes a component of the
               total notional amount of the class XP certificates immediately
               prior to the related distribution date, then the applicable class
               XC strip rate will equal the excess, if any, of (a) the Weighted
               Average Net Mortgage Rate for the related distribution date, over
               (b) the greater of (i) the reference rate specified on Annex D to
               this prospectus supplement for such interest accrual period and
               (ii) the pass-through rate in effect during such interest accrual
               period for such class of principal balance certificates;

          (3)  if such particular component consists of the entire total
               principal balance of any class of principal balance certificates,
               and if such total principal balance does not, in whole or in
               part, also constitute a component of the total notional amount of
               the class XP certificates immediately prior to the related
               distribution date, then the applicable class XC strip rate will
               equal the excess, if any, of (a) the Weighted Average Net
               Mortgage Rate for the related distribution date, over (b) the
               pass-through rate in effect during such interest accrual period
               for such class of principal balance certificates; and

          (4)  if such particular component consists of a designated portion
               (but not all) of the total principal balance of any class of
               principal balance certificates, and if such designated portion of
               such total principal balance does not also constitute a component
               of the total notional amount of the class XP certificates
               immediately prior to the related distribution date, then the
               applicable class XC


                                     S-152



               strip rate will equal the excess, if any, of (a) the Weighted
               Average Net Mortgage Rate for the related distribution date, over
               (b) the pass-through rate in effect during such interest accrual
               period for such class of principal balance certificates.

          Notwithstanding the foregoing, for purposes of accruing interest on
the class XC certificates during each interest accrual period subsequent to the
July 2013 interest accrual period, the total principal balance of each class of
principal balance certificates will constitute a single separate component of
the total notional amount of the class XC certificates, and the applicable class
XC strip rate with respect to each such component for each such interest period
will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for
such interest accrual period, over (b) the pass-through rate in effect during
such interest accrual period for the class of principal balance certificates
whose principal balance makes up such component.

          The class Z, R-I and R-II certificates will not be interest-bearing
and, therefore, will not have pass-through rates.

PAYMENTS

          General. On each distribution date, the trustee will, to the extent of
available funds, make all payments required to be made on the certificates on
that date to the holders of record as of the close of business on the last
business day of the calendar month preceding the month in which those payments
are to occur. The final payment of principal and/or interest on any offered
certificate, however, will be made only upon presentation and surrender of that
certificate at the offices of the certificate registrar or such other location
to be specified in a notice of the pendency of that final payment.

          In order for a certificateholder to receive payments by wire transfer
on and after any particular distribution date, that certificateholder must
provide the trustee with written wiring instructions no later than five business
days prior to the last business day of the calendar month preceding the month in
which that distribution date occurs. Otherwise, that certificateholder will
receive its payments by check mailed to it.

          Cede & Co. will be the registered holder of your offered certificates,
and you will receive payments on your offered certificates through DTC and its
participating organizations, until physical certificates are issued to the
actual beneficial owners. See "--Registration and Denominations" above.

          Payments of Interest. All of the classes of the certificates will bear
interest, except for the class Z, R-I and R-II certificates.


          With respect to each interest-bearing class of the certificates, that
interest will accrue during each interest accrual period based upon--

          o    the pass-through rate with respect to that class for that
               interest accrual period;

          o    the total principal balance or notional amount, as the case may
               be, of that class outstanding immediately prior to the related
               distribution date; and

          o    the assumption that each year consists of twelve 30-day months.

          On each distribution date, subject to available funds and the
priorities of payment described under "--Payments--Priority of Payments" below,
the holders of each interest-bearing class of the certificates will be entitled
to receive the total amount of interest accrued during the related interest
accrual period with respect to that class of certificates, reduced (except in
the case of the class XC and XP certificates) by the product of:

          o    the amount of any Net Aggregate Prepayment Interest Shortfall for
               that distribution date; multiplied by


                                     S-153



          o    a fraction, the numerator of which is the total amount of
               interest accrued during the related interest accrual period with
               respect to the subject class of certificates, and the denominator
               of which is the total amount of interest accrued during the
               related interest accrual period with respect to all of the
               interest-bearing classes of the certificates, exclusive of the
               class XP and XC certificates.

          If the holders of any interest-bearing class of the certificates do
not receive all of the interest to which they are entitled on any distribution
date, then they will continue to be entitled to receive the unpaid portion of
that interest on future distribution dates, subject to the available funds for
those future distribution dates and the priorities of payment described under
"--Payments--Priority of Payments" below.

          Payments of Principal. In general, subject to available funds and the
priority of payments described under "--Payments--Priority of Payments" below,
the total distributions of principal to be made with respect to the principal
balance certificates on any given distribution date will equal the Principal
Distribution Amount for that distribution date, and the total distributions of
principal to be made with respect to any particular class of principal balance
certificates on any given distribution date will equal the portion of the
Principal Distribution Amount for that distribution date that is allocable to
that particular class of principal balance certificates.

          As indicated in the definition of "Principal Distribution Amount" in
the glossary to this prospectus supplement, the Principal Distribution Amount
for any distribution date will generally be:

          o    reduced by any Nonrecoverable Advance, with interest thereon, or
               any Workout-Delayed Reimbursement Amount with respect to any
               mortgage loan that is reimbursed out of general collections of
               principal on the mortgage pool received during the related
               collection period; and

          o    increased by any items recovered during the related collection
               period that previously constituted a Nonrecoverable Advance or
               interest thereon or a Workout-Delayed Reimbursement Amount that
               was reimbursed out of general collections of principal on the
               mortgage pool during a prior collection period.

          See "Servicing of the Mortgage Loans--Servicing and Other Compensation
and Payment of Expenses" in this prospectus supplement and "--Advances of
Delinquent Monthly Debt Service Payments and Reimbursement of Advances" below.

          The payment of Additional Trust Fund Expenses with respect to any
mortgage loan may result in a reduction of amounts allocable as principal of
that mortgage loan and, accordingly, a smaller Principal Distribution Amount.

          In general, the portion of the Principal Distribution Amount will be
allocated to the class A-1, A-2, A-3A, A-3B, A-SB and A-4 certificates on each
distribution date as follows:

          o    first, to the class A-SB certificates, up to the lesser of--

               1.   the Principal Distribution Amount for that distribution
                    date, and

               2.   the excess, if any, of (a) the total principal balance of
                    the class A-SB certificates outstanding immediately prior to
                    that distribution date, over (b) the Class A-SB Planned
                    Principal Balance for that distribution date;


                                     S-154



          o    second, to the class A-1 certificates, up to the lesser of--

               1.   the Principal Distribution Amount for that distribution
                    date, reduced by any portion of that amount allocable to the
                    class A-SB certificates as described in the preceding
                    bullet, and

               2.   the total principal balance of the class A-1 certificates
                    outstanding immediately prior to that distribution date;

          o    third, to the class A-2 certificates, up to the lesser of--

               1.   the Principal Distribution Amount for that distribution
                    date, reduced by any portion of that amount allocable to the
                    class A-SB and/or A-1 certificates as described in the
                    preceding two bullets, and

               2.   the total principal balance of the class A-2 certificates
                    outstanding immediately prior to that distribution date;

          o    fourth, to the class A-3A certificates, up to the lesser of--

               1.   the Principal Distribution Amount for that distribution
                    date, reduced by any portion of that amount allocable to the
                    class A-SB, A-1 and/or A-2 certificates as described in the
                    preceding three bullets, and

               2.   the total principal balance of the class A-3A certificates
                    outstanding immediately prior to that distribution date;

          o    fifth, to the class A-3B certificates, up to the lesser of--

               1.   the Principal Distribution Amount for that distribution
                    date, reduced by any portion of that amount allocable to the
                    class A-SB, A-1, A-2 and/or A-3A certificates as described
                    in the preceding four bullets, and

               2.   the total principal balance of the class A-3B certificates
                    outstanding immediately prior to that distribution date;

          o    sixth, to the class A-SB certificates, up to the lesser of--

               1.   the Principal Distribution Amount for that distribution
                    date, reduced by any portion of that amount allocable to the
                    class A-SB, A-1, A-2, A-3A and/or A-3B certificates as
                    described in the preceding five bullets, and

               2.   the total principal balance of the class A-SB certificates
                    outstanding immediately prior to that distribution date (as
                    reduced by any portion of the Principal Distribution Amount
                    for that distribution date allocable to the class A-SB
                    certificates as described in the fifth preceding bullet);
                    and

          o    seventh, to the class A-4 certificates, up to the lesser of--

               1.   the Principal Distribution Amount for that distribution
                    date, reduced by any portion of that amount allocable to the
                    class A-SB, A-1, A-2, A-3A and/or A-3B certificates as
                    described in the preceding six bullets, and

               2.   the total principal balance of the class A-4 certificates
                    outstanding immediately prior to that distribution date.

          Notwithstanding the foregoing, if any of two or more of the A-1, A-2,
A-3A, A-3B, A-SB and A-4 classes are outstanding at a time when the total
principal balance of the class AM, AJ, B, C, D, E, F, G, H, J, K, L, M, N, P and
Q certificates has been reduced to zero as described under "--Reductions to
Certificate Principal Balances


                                     S-155



in Connection With Realized Losses and Additional Trust Fund Expenses" below,
then the Principal Distribution Amount for each distribution date thereafter
will be allocable among the A-1, A-2, A-3A, A-3B, A-SB and A-4 classes that
remain outstanding on a pro rata basis in accordance with their respective total
principal balances immediately prior to that distribution date, in each case up
to that total principal balance.

          Following the retirement of the class A-1, A-2, A-3A, A-3B, A-SB and
A-4 certificates, the Principal Distribution Amount for each distribution date
will be allocated to the respective classes of certificates identified in the
table below and in the order of priority set forth in that table, in each case
up to the lesser of--

          o    the portion of that Principal Distribution Amount that remains
               unallocated; and

          o    the total principal balance of the particular class immediately
               prior to that distribution date.

                       ORDER OF ALLOCATION   CLASS
                       -------------------   -----
                                 1             AM
                                 2             AJ
                                 3             B
                                 4             C
                                 5             D
                                 6             E
                                 7             F
                                 8             G
                                 9             H
                                10             J
                                11             K
                                12             L
                                13             M
                                14             N
                                15             P
                                16             Q

          In no event will the holders of any class of certificates listed in
the foregoing table be entitled to receive any payments of principal until the
total principal balance of the class A-1, A-2, A-3A, A-3B, A-SB and A-4
certificates is reduced to zero. Furthermore, in no event will the holders of
any class of certificates listed in the foregoing table be entitled to receive
any payments of principal until the total principal balance of all other classes
of certificates, if any, listed above it in the foregoing table is reduced to
zero.

          Reimbursement Amounts. As discussed under "--Reductions of Certificate
Principal Balances in Connection with Realized Losses and Additional Trust Fund
Expenses" below, the total principal balance of any class of principal balance
certificates may be reduced without a corresponding payment of principal. If
that occurs with respect to any class of principal balance certificates then,
subject to available funds from time to time and the priority of payments
described under "--Payments--Priority of Payments" below, the holders of that
class may receive reimbursement of the amount of any such reduction, without
interest. References to the "loss reimbursement amount" under
"--Payments--Priority of Payments" below mean, in the case of any class of
principal balance certificates, the total amount of all previously unreimbursed
reductions, if any, made in the total principal balance of that class on all
prior distribution dates as discussed under "--Reductions of Certificate
Principal Balances in Connection with Realized Losses and Additional Trust Fund
Expenses" below.

          In limited circumstances, the total principal balance of a class of
principal balance certificates that was previously reduced as described in the
preceding paragraph without a corresponding payment of principal, may be


                                     S-156



reinstated (up to the amount of the prior reduction), with interest. Any such
reinstatement of principal balance would result in a corresponding reduction in
the loss reimbursement amount otherwise payable to the holders of the subject
class of principal balance certificates. In general, such a reinstatement of
principal balance on any particular distribution date would result from any
recoveries of Nonrecoverable Advances (or interest thereon) that was reimbursed
in a prior collection period from the principal portion of general collections
on the mortgage pool, which recoveries are included in the Principal
Distribution Amount for such Distribution Date.

          Priority of Payments. On each distribution date, the trustee will
apply the Available Distribution Amount for that date to make the following
payments in the following order of priority, in each case to the extent of the
remaining applicable portion of the Available Distribution Amount:

<TABLE>

ORDER OF         RECIPIENT CLASS
 PAYMENT           OR CLASSES                             TYPE AND AMOUNT OF PAYMENT
--------   ---------------------------   -----------------------------------------------------------

    1            A-1, A-2, A-3A,         From the entire Available Distribution Amount, interest up
           A-3B, A-SB, A-4, XC and XP*   to the total interest payable on those classes, pro rata,
                                         based on entitlement

    2            A-1, A-2, A-3A,         Principal up to the Principal Distribution Amount, first to
              A-3B, A-SB and A-4**       the class A-SB certificates, until the total principal
                                         balance thereof is reduced to the applicable Class A-SB
                                         Planned Principal Balance, and then to the class A-1, A-2,
                                         A-3A, A-3B, A-SB and A-4 certificates, in that order, in
                                         the case of each such class until retired

    3            A-1, A-2, A-3A,         Reimbursement up to the loss reimbursement amounts for
               A-3B, A-SB and A-4        those classes, pro rata, based on entitlement
----------------------------------------------------------------------------------------------------
    4                  AM                Interest up to the total interest payable on that class

    5                  AM                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

    6                  AM                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
    7                  AJ                Interest up to the total interest payable on that class

    8                  AJ                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

    9                  AJ                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
   10                   B                Interest up to the total interest payable on that class

   11                   B                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   12                   B                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
</TABLE>


                                      S-157




<TABLE>

ORDER OF         RECIPIENT CLASS
 PAYMENT           OR CLASSES                             TYPE AND AMOUNT OF PAYMENT
--------   ---------------------------   -----------------------------------------------------------

   13                   C                Interest up to the total interest payable on that class

   14                   C                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   15                   C                Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------
   16                   D                Interest up to the total interest payable on that class

   17                   D                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   18                   D                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
   19                   E                Interest up to the total interest payable on that class

   20                   E                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   21                   E                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
   22                   F                Interest up to the total interest payable on that class

   23                   F                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   24                   F                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
   25                   G                Interest up to the total interest payable on that class

   26                   G                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   27                   G                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
   28                   H                Interest up to the total interest payable on that class

   29                   H                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   30                   H                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
</TABLE>


                                      S-158



<TABLE>

ORDER OF         RECIPIENT CLASS
 PAYMENT           OR CLASSES                             TYPE AND AMOUNT OF PAYMENT
--------   ---------------------------   -----------------------------------------------------------

   31                   J                Interest up to the total interest payable on that class

   32                   J                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   33                   J                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
   34                   K                Interest up to the total interest payable on that class

   35                   K                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   36                   K                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
   37                   L                Interest up to the total interest payable on that class

   38                   L                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   39                   L                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
   40                   M                Interest up to the total interest payable on that class

   41                   M                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   42                   M                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
   43                   N                Interest up to the total interest payable on that class

   44                   N                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   45                   N                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
</TABLE>


                                      S-159



<TABLE>

ORDER OF         RECIPIENT CLASS
 PAYMENT           OR CLASSES                             TYPE AND AMOUNT OF PAYMENT
--------   ---------------------------   -----------------------------------------------------------

   46                   P                Interest up to the total interest payable on that class

   47                   P                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   48                   P                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------
   49                   Q                Interest up to the total interest payable on that class

   50                   Q                Principal up to the portion of the Principal Distribution
                                         Amount allocable to that class

   51                   Q                Reimbursement up to the loss reimbursement amount for that
                                         class
----------------------------------------------------------------------------------------------------

   52             R-I and R-II           Any remaining portion of the Available Distribution Amount
</TABLE>

------------
*    If the portion of the Available Distribution Amount allocable to pay
     interest on any one or more of the A-1, A-2, A-3A, A-3B, A-SB, A-4, XC and
     XP classes, as set forth in the table above, is insufficient for that
     purpose, then the Available Distribution Amount will be applied to pay
     interest on all those classes, pro rata based on entitlement.

**   In general, no payments of principal will be made in respect of the class
     A-1, A-2, A-3A, A-3B and/or A-4 certificates on any given distribution date
     until the total principal balance of the class A-SB certificates is paid
     down to the then applicable Class A-SB Planned Principal Balance. In
     addition, no payments of principal will be made in respect of the class A-2
     certificates until the total principal balance of the class A-1
     certificates is reduced to zero, no payments of principal will be made in
     respect of the class A-3A certificates until the total principal balance of
     the class A-2 certificates is reduced to zero, no payments of principal
     will be made in respect of the class A-3B certificates until the total
     principal balance of the class A-3A certificates is reduced to zero, no
     payments of principal will be made in respect of the class A-SB
     certificates (other than as described in the prior sentence) until the
     total principal balance of the class A-3B certificates is reduced to zero
     and no payments of principal will be made in respect of the class A-4
     certificates until the total principal balance of the class A-SB
     certificates is reduced to zero. If any two or more of the A-1, A-2, A-3A,
     A-3B, A-SB and A-4 classes are outstanding at a time when the total
     principal balance of the class AM, AJ, B, C, D, E, F, G, H, J, K, L, M, N,
     P and Q certificates has been reduced to zero as described under
     "--Reductions to Certificate Principal Balances in Connection With Realized
     Losses and Additional Trust Fund Expenses" below, payments of principal on
     the outstanding class A-1, A-2, A-3A, A-3B, A-SB and A-4 certificates will
     be made on a pro rata basis in accordance with the respective total
     principal balances of those classes then outstanding.

          Payments of Prepayment Premiums and Yield Maintenance Charges. If any
prepayment consideration is collected during any particular collection period
with respect to any mortgage loan, regardless of whether that prepayment
consideration is calculated as a percentage of the amount prepaid or in
accordance with a yield maintenance formula, then on the distribution date
corresponding to that collection period, the trustee will pay a portion of that
prepayment consideration to each of the holders of class A-1, A-2, A-3A, A-3B,
A-SB, A-4, AM, AJ, B, C, D, E, F, G and H certificates that are entitled to
payments of principal on that distribution date, up to an amount equal to the
product of--

          o    the full amount of that prepayment consideration, net of workout
               fees and principal recovery fees payable from it, multiplied by

          o    a fraction, which in no event may be greater than 1.0, the
               numerator of which is equal to the excess, if any, of the
               pass-through rate for that class of certificates over the
               relevant discount rate,


                                      S-160



               and the denominator of which is equal to the excess, if any, of
               the mortgage interest rate of the prepaid mortgage loan over the
               relevant discount rate, and further multiplied by

          o    a fraction, the numerator of which is equal to the amount of
               principal payable to that class of certificates on that
               distribution date from collections on the mortgage pool, and the
               denominator of which is the Principal Distribution Amount for
               that distribution date.

          The discount rate applicable to any class of certificates with respect
to any prepaid mortgage loan will be equal to the discount rate stated in the
relevant loan documents, or if none is stated, will equal the yield, when
compounded monthly, on the U.S. Treasury issue, primary issue, with a maturity
date closest to the maturity date or anticipated repayment date, as applicable,
for the prepaid mortgage loan. In the event that there are two or more U.S.
Treasury issues--

          o    with the same coupon, the issue with the lowest yield will be
               selected; or

          o    with maturity dates equally close to the maturity date or
               anticipated repayment date, as applicable, for the prepaid
               mortgage loan, the issue with the earliest maturity date will be
               selected.

          The calculation of the discount rate with respect to certain mortgage
loans may vary from the above description.

          Following any payment of prepayment consideration as described above,
the trustee will pay any remaining portion of the prepayment consideration, net
of workout fees and principal recovery fees payable from it, to the holders of
the class XP and/or XC certificates as follows:

          o    on each distribution date up to and including the distribution
               date in August 2013--

               1.   to the holders of the class XP certificates, an amount equal
                    to 15% of that remaining portion of the prepayment
                    consideration, and

               2.   to the holders of the class XC certificates, an amount equal
                    to 85% of that remaining portion of the prepayment
                    consideration; and

          o    on each distribution date that occurs subsequent to August 2013,
               to the holders of the class XC certificates, an amount equal to
               100% of that remaining portion of the prepayment consideration.

          Neither we nor the underwriters make any representation as to--

          o    the enforceability of the provision of any promissory note
               evidencing one of the mortgage loans or any other loan document
               requiring the payment of a prepayment premium or yield
               maintenance charge; or

          o    the collectibility of any prepayment premium or yield maintenance
               charge.

          See "Description of the Mortgage Pool--Terms and Conditions of the
Mortgage Loans--Voluntary Prepayment Provisions" and "--Other Prepayment
Provisions" in this prospectus supplement.

          NOTWITHSTANDING THE FOREGOING, ALL PREPAYMENT PREMIUMS AND YIELD
MAINTENANCE CHARGES PAYABLE AS DESCRIBED ABOVE, WILL BE REDUCED, WITH RESPECT TO
SPECIALLY SERVICED MORTGAGE LOANS, BY AN AMOUNT EQUAL TO ADDITIONAL TRUST FUND
EXPENSES AND REALIZED LOSSES PREVIOUSLY ALLOCATED TO ANY CLASS OF CERTIFICATES.

          Payments of Additional Interest. On each distribution date, any
Additional Interest collected on the ARD Loans during the related collection
period will be distributed to the holders of the class Z certificates.


                                     S-161



          Treatment of REO Properties. Notwithstanding that any mortgaged real
property may be acquired as part of the trust assets through foreclosure, deed
in lieu of foreclosure or otherwise, the related mortgage loan will be treated
as having remained outstanding, until the REO Property is liquidated, for
purposes of determining--

          o    payments on the certificates;

          o    allocations of Realized Losses and Additional Trust Fund Expenses
               to the certificates; and

          o    the amount of all fees payable to the master servicer, the
               special servicer, the trustee and the fiscal agent under the
               pooling and servicing agreement.

          In connection with the foregoing, that mortgage loan deemed to remain
outstanding will be taken into account when determining the Weighted Average Net
Mortgage Rate and the Principal Distribution Amount for each distribution date.

          Operating revenues and other proceeds derived from an REO Property
administered under the pooling and servicing agreement will be applied--

          o    first, to pay or reimburse the master servicer, the special
               servicer, the trustee and/or the fiscal agent for the payment of
               some of the costs and expenses incurred in connection with the
               operation and disposition of the REO Property; and

          o    second, as collections of principal, interest and other amounts
               due on the related mortgage loan.

          Revenues and other proceeds derived with respect to the Westchester
REO Property will be similarly applied.

          To the extent described under "--Advances of Delinquent Monthly Debt
Service Payments and Reimbursement of Advances" below, the master servicer, the
trustee and the fiscal agent will be required to advance delinquent monthly debt
service payments with respect to each mortgage loan as to which the
corresponding mortgaged real property has become an REO Property, in all cases
as if the mortgage loan had remained outstanding.

REDUCTIONS TO CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH REALIZED LOSSES
AND ADDITIONAL TRUST FUND EXPENSES

          As a result of Realized Losses and Additional Trust Fund Expenses, the
total Stated Principal Balance of, together with any Unliquidated Advances with
respect to, the mortgage pool may decline below the total principal balance of
the principal balance certificates.

          On each distribution date, following the payments to be made to the
certificateholders on that distribution date, the trustee will be required to
allocate to the respective classes of the principal balance certificates,
sequentially in the order described in the following table and, in each case, up
to the total principal balance of the subject class, 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 were not previously allocated on any prior distribution date, but only to
the extent that the total principal balance of the principal balance
certificates following all payments made to certificateholders on that
distribution date exceeds the total Stated Principal Balance of, together with
any Unliquidated Advances with respect to, the mortgage pool that will be
outstanding immediately following that distribution date.


                                     S-162



ORDER OF ALLOCATION             CLASS
-------------------   ------------------------
         1                     Q
         2                     P
         3                     N
         4                     M
         5                     L
         6                     K
         7                     J
         8                     H
         9                     G
         10                    F
         11                    E
         12                    D
         13                    C
         14                    B
         15                    AJ
         16                    AM
         17             A-1, A-2, A-3A, A-3B,
                       A-SB and A-4, pro rata
                      based on total principal
                             balances

          The reductions in the total principal balances of the respective
classes of principal balance certificates identified in the foregoing table,
will represent an allocation of the Realized Losses and/or Additional Trust Fund
Expenses that caused the particular mismatch in balances between the mortgage
loans and those classes of certificates. A reduction of this type in the total
principal balance of any of the foregoing classes of the principal balance
certificates may result in a corresponding reduction in the total notional
amount of the class XC and/or XP certificates.

          A Realized Loss can result from the liquidation of a defaulted
mortgage loan or any related REO Property for less than the full amount due
thereunder. In addition, if any portion of the debt due under any of the
mortgage loans is forgiven, whether in connection with a modification, waiver or
amendment granted or agreed to by the master servicer or the special servicer or
in connection with the bankruptcy, insolvency or similar proceeding involving
the related borrower, the amount forgiven, other than Penalty Interest and
Additional Interest, also will be treated as a Realized Loss. Furthermore, any
Nonrecoverable Advance reimbursed from principal collections will constitute a
Realized Loss.

          Some examples of Additional Trust Fund Expenses are:

          o    any special servicing fees, workout fees and principal recovery
               fees paid to the special servicer; which fees are not covered out
               of late payment charges and Penalty Interest actually collected
               on the related mortgage loan;

          o    any interest paid to the master servicer, the special servicer,
               the trustee and/or the fiscal agent with respect to unreimbursed
               Advances, which interest payment is not covered out of late
               payment charges and Penalty Interest actually collected on the
               related mortgage loan;

          o    any amounts payable to the special servicer in connection with
               inspections of mortgaged real properties, which amounts are not
               covered out of late payment charges and Penalty Interest actually
               collected on the related mortgage loan;


                                     S-163



          o    the cost of various opinions of counsel required or permitted to
               be obtained in connection with the servicing of the mortgage
               loans and the administration of the other trust assets;

          o    any unanticipated, non-mortgage loan specific expenses of the
               trust, including--

               1.   any reimbursements and indemnifications to the trustee
                    and/or various related persons described under "Description
                    of the Governing Documents--Matters Regarding the Trustee"
                    in the accompanying prospectus and any similar
                    reimbursements and indemnifications to the fiscal agent
                    and/or various related persons;

               2.   any reimbursements and indemnification to the master
                    servicer, the special servicer, us and/or various related
                    persons described under "Description of the Governing
                    Documents--Matters Regarding the Master Servicer, the
                    Special Servicer, the Manager and Us" in the accompanying
                    prospectus; and

               3.   any federal, state and local taxes, and tax-related
                    expenses, payable out of the trust assets, as described
                    under "Federal Income Tax Consequences--Taxation of Owners
                    of REMIC Residual Certificates--Prohibited Transactions Tax
                    and Other Taxes" in the accompanying prospectus; and

          o    any amount (other than normal monthly payments) specifically
               payable or reimbursable to the holder of a Westchester Non-Trust
               Loan by the trust, in its capacity as holder of the Westchester
               Trust Mortgage Loan, pursuant to the Westchester Intercreditor
               Agreement; and

          o    any amounts expended on behalf of the trust to remediate an
               adverse environmental condition at any mortgaged real property
               securing a defaulted mortgage loan as described under "Servicing
               of the Mortgage Loans--Realization Upon Defaulted Mortgage Loans"
               in this prospectus supplement.

          Any expenses under the MLMT Series 2005-MCP1 pooling and servicing
agreement that are similar to those described in the prior paragraph and that
relate to the Westchester Loan Combination will be deducted first out of
collections on the Westchester Subordinate Non-Trust Loans and then, pari passu,
out of collections on the Westchester Trust Mortgage Loan and the Westchester
Pari Passu Non-Trust Loan, thereby potentially resulting in a loss to the trust.
Any such expenses payable out of amounts allocable to the related Westchester
Trust Mortgage Loan would effectively constitute Additional Trust Fund Expenses.
See "Description of the Mortgage Pool-- Westchester Loan Combination".

          From time to time, the Principal Distribution Amount may include items
that represent a recovery of Nonrecoverable Advances (or interest thereon) that
were previously reimbursed out of the principal portion of general collections
on the mortgage pool. In such circumstances, it is possible that the total
Stated Principal Balance of, together with any Unliquidated Advances with
respect to, the mortgage pool may exceed the total principal balance of the
principal balance certificates. If and to the extent that any such excess exists
as a result of the inclusion of such items in the Principal Distribution Amount
(and, accordingly, the distribution of such items as principal with respect to
the principal balance certificates), the total principal balances of one or more
classes that had previously been reduced as described above in this
"--Reductions to Certificate Principal Balances in Connection with Realized
Losses and Additional Trust Fund Expenses" section may be increased (in each
case, up to the amount of any such prior reduction). Any such increase would be
made among the respective classes of principal balance certificates in reverse
order that such reductions had been made (i.e., such increases would be made in
descending order of seniority); provided that such increases may not result in
the total principal balance of the principal balance certificates being in
excess of the total Stated Principal Balance of, together with any Unliquidated
Advances with respect to, the mortgage pool. Any such increases will also be
accompanied by a reinstatement of the past due interest that would otherwise
have accrued if the reinstated principal amounts had never been written off.


                                     S-164



ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS AND REIMBURSEMENT OF
ADVANCES

          The master servicer will be required to make, for each distribution
date, a total amount of P&I advances generally equal to all monthly debt service
payments (other than balloon payments), and assumed monthly debt service
payments (including with respect to balloon mortgage loans and mortgage loans as
to which the related mortgaged real properties have become REO Properties), in
each case net of related master servicing fees, that:

          o    were due or deemed due, as the case may be, with respect to the
               mortgage loans (including the Westchester Trust Mortgage Loan)
               during the related collection period; and

          o    were not paid by or on behalf of the respective borrowers or
               otherwise collected as of the close of business on the related
               determination date.

          The master servicer will not make P&I advances prior to the related
P&I advance date, which is the business day immediately preceding each
distribution date. Notwithstanding the foregoing, if it is determined that an
Appraisal Reduction Amount exists with respect to any mortgage loan, then the
master servicer will reduce the interest portion, but not the principal portion,
of each P&I advance that it must make with respect to that mortgage loan during
the period that the Appraisal Reduction Amount exists. The interest portion of
any P&I advance required to be made with respect to any mortgage loan as to
which there exists an Appraisal Reduction Amount, will equal the product of (x)
the amount of the interest portion of the P&I advance for that mortgage loan for
the related distribution date without regard to this or the prior sentence, and
(y) a fraction, expressed as a percentage, the numerator of which is equal to
the Stated Principal Balance of that 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 mortgage loan immediately prior to the related distribution date.

          In the case of the Westchester Trust Mortgage Loan, the amount
required to be advanced by the master servicer may be reduced based on an
appraisal performed by the MLMT Series 2005-MCP1 master servicer under, and an
Appraisal Reduction Amount calculated in accordance with, the MLMT Series
2005-MCP1 pooling and servicing agreement with respect to the Westchester Loan
Combination. The Westchester Loan Combination will be treated as single mortgage
loan for purposes of calculating an Appraisal Reduction Amount under the MLMT
Series 2005-MCP1 pooling and servicing agreement. Any Appraisal Reduction Amount
with respect to the Westchester Loan Combination is required to be allocated
first to the Westchester Subordinate Non-Trust Loans, in each case, up to the
outstanding principal balance thereof and then to the Westchester Trust Mortgage
Loan and the Westchester Pari Passu Non-Trust Loan on a pari passu basis.

          With respect to any distribution date, the master servicer will be
required to make P&I advances either out of its own funds or, subject to the
replacement as and to the extent provided in the pooling and servicing
agreement, funds held in the master servicer's collection account that are not
required to be paid on the certificates on that distribution date (or a
combination of both methods).

          The trustee or the fiscal agent will be required to make any P&I
advance that the master servicer fails to make with respect to a mortgage loan
(including the Westchester Trust Mortgage Loan). See "--The Trustee" below.

          The master servicer, the trustee and the fiscal agent will each be
entitled to recover any P&I advance made by it, out of its own funds, from
collections on the mortgage loan as to which the Advance was made out of late
collections, liquidation proceeds or insurance and condemnation proceeds. None
of the master servicer, the trustee or the fiscal agent will be obligated to
make any P&I advance that, in its judgment or in the judgment of the special
servicer, would not ultimately be recoverable, together with interest accrued on
that Advance, out of collections on the related mortgage loan. In addition, the
special servicer may also determine that any P&I advance made or proposed to be
made by the master servicer, the trustee or the fiscal agent is not recoverable,


                                     S-165



together with interest accrued on that Advance, from proceeds of the related
mortgage loan, and the master servicer, the trustee and the fiscal agent will be
required to act in accordance with such determination. If the master servicer,
the trustee or the fiscal agent makes any P&I advance that it or the special
servicer subsequently determines, in its judgment, will not be recoverable,
together with interest accrued on that Advance, out of collections on the
related mortgage loan, it may obtain reimbursement for that Advance together
with interest accrued on the Advance as described in the next paragraph, out of
general collections on the mortgage loans and any REO Properties on deposit in
the master servicer's collection account from time to time subject to the
limitations and requirements described below. See also "Description of The
Certificates--Advances" in the accompanying prospectus and "Servicing of the
Mortgage Loans--Collection Account" in this prospectus supplement.

          The master servicer, the trustee and the fiscal agent will each be
entitled to receive interest on P&I advances made thereby out of its own funds;
provided, however, that no interest will accrue on any P&I advance made with
respect to a mortgage loan if the related monthly debt service payment is
received on its due date or prior to the expiration of any applicable grace
period. That interest will accrue on the amount of each P&I advance, for so long
as that Advance is outstanding, at an annual rate equal to the prime rate as
published in the "Money Rates" section of The Wall Street Journal, as that prime
rate may change from time to time. Interest accrued with respect to any P&I
advance will be payable in the collection period in which that Advance is
reimbursed--

          o    first, out of Penalty Interest and late payment charges collected
               on the related mortgage loan during that collection period; and

          o    second, if and to the extent that the Penalty Interest and late
               charges referred to in clause first are insufficient to cover the
               advance interest, out of any amounts then on deposit in the
               master servicer's collection account subject to the limitations
               for reimbursement of the P&I advances described below.

          A monthly debt service payment will be assumed to be due with respect
to:

          o    each balloon mortgage loan that is delinquent in respect of its
               balloon payment on 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 before such maturity date;
               and

          o    each mortgage loan as to which the corresponding mortgaged real
               property has become an REO Property.

          The assumed monthly debt service payment deemed due on any mortgage
loan described in the first bullet of the prior paragraph that is delinquent as
to its balloon payment, will equal, for its stated maturity date and for each
successive due date that it remains outstanding and part of the trust, the
monthly debt service payment that would have been due on the mortgage loan on
the relevant date if the related balloon payment had not come due and the
mortgage loan had, instead, continued to amortize and accrue interest according
to its terms in effect prior to that stated maturity date. The assumed monthly
debt service payment deemed due on any mortgage loan described in the second
bullet of the prior paragraph sentence as to which the related mortgaged real
property has become an REO Property, will equal, for each due date that the REO
Property remains part of the trust, the monthly debt service payment or, in the
case of a mortgage loan delinquent with respect to its balloon payment, the
assumed monthly debt service payment that would have been due or deemed due on
that mortgage loan had it remained outstanding. Assumed monthly debt service
payments for ARD Loans do not include Additional Interest.

          Upon a determination that a previously made Advance, whether it be a
servicing advance or P&I advance, is not recoverable, together with interest
accrued on that Advance, out of collections on the related mortgage loan,


                                     S-166



the master servicer, the special servicer, the trustee or the fiscal agent, as
applicable, will have the right to be reimbursed for such Advance and interest
accrued on such Advance from amounts on deposit in the collection account that
constitute principal collections received on all of the mortgage loans in the
mortgage pool during the related collection period; provided, however, that if
amounts of principal on deposit in the collection account are not sufficient to
fully reimburse such party, the party entitled to the reimbursement may elect at
its sole option to be reimbursed at that time from general collections in the
collection account or to defer the portion of the reimbursement of that Advance
equal to the amount in excess of the principal on deposit in the collection
account, in which case interest will continue to accrue on the portion of the
Advance that remains outstanding. In either case, the reimbursement will be made
first from principal received on the mortgage pool during the collection period
in which the reimbursement is made, prior to reimbursement from other
collections received during that collection period. Any Workout-Delayed
Reimbursement Amount (which includes interest on the subject Advance) will be
reimbursable (together with advance interest thereon) to the master servicer,
the special servicer, the trustee or the fiscal agent, as applicable, in full,
only from amounts on deposit in the collection account that constitute principal
received on all of the mortgage loans in the mortgage pool during the related
collection period (net of amounts necessary to reimburse for Nonrecoverable
Advances and pay interest thereon) and, to the extent that the principal
collections during that collection period are not sufficient to reimburse such
Workout-Delayed Reimbursement Amount, will be reimbursable (with interest
continuing to accrue thereon) from collections of principal on the mortgage
loans during subsequent collection periods. Any reimbursement for Nonrecoverable
Advances and interest on Nonrecoverable Advances should result in a Realized
Loss which will be allocated in accordance with the loss allocation rules
described under "--Reductions to Certificate Principal Balances in Connection
with Realized Losses and Additional Trust Fund Expenses" above. The fact that a
decision to recover such Nonrecoverable Advances over time, or not to do so,
benefits some classes of certificateholders to the detriment of other classes
will not, with respect to the master servicer, constitute a violation of the
Servicing Standard or any contractual duty under the pooling and servicing
agreement and/or, with respect to the trustee or the fiscal agent, constitute a
violation of any fiduciary duty to certificateholders or contractual duty under
the pooling and servicing agreement.

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

          Trustee Reports. Based solely on information provided in monthly
reports prepared by the master servicer and the special servicer and delivered
to the trustee, the trustee will be required to prepare and make available
electronically via its website at www.etrustee.net or, upon written request,
provide by first class mail, on each distribution date to each registered holder
of a certificate, a trustee report substantially in the form of, and containing
the information set forth in, Annex E to this prospectus supplement. The
trustee's reporting statement will detail the distributions on the certificates
on that distribution date and the performance, both in total and individually to
the extent available, of the mortgage loans and the related mortgaged real
properties. Recipients will be deemed to have agreed to keep the subject
information confidential to the extent such information is not publicly
available.

          The special servicer is required to deliver to the master servicer
monthly, beginning in September 2005, a CMSA special servicer loan file that
contains the information called for in, or that will enable the master servicer
to produce, the CMSA 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.

          The master servicer is required to deliver to the trustee monthly,
beginning in September 2005, the CMSA loan periodic update file with respect to
the subject distribution date.

          Monthly, beginning in December 2005, the master servicer must deliver
to the trustee a copy of each of the following reports relating to the mortgage
loans and, if applicable, any REO Properties:

          o    a CMSA comparative financial status report;


                                     S-167



          o    a CMSA delinquent loan status report;

          o    a CMSA historical loan modification and corrected mortgage loan
               report;

          o    a CMSA historical liquidation report;

          o    a CMSA REO status report;

          o    a CMSA loan level reserve/LOC report;

          o    a CMSA advance recovery report;

          o    a CMSA servicer watchlist;

          o    a CMSA property file;

          o    a CMSA loan set-up file; and

          o    a CMSA financial file.

These reports will provide required information as of the related determination
date and will be in an electronic format reasonably acceptable to both the
trustee and the master servicer.

          In addition, the master servicer will be required to deliver to the
controlling class representative and upon request, the trustee, the following
reports required to be prepared and maintained by the master servicer and/or the
special servicer:

          o    with respect to any mortgaged real property or REO Property, a
               CMSA operating statement analysis report; and

          o    with respect to any mortgaged real property or REO Property, a
               CMSA NOI adjustment worksheet.

          Absent manifest error of which it has actual knowledge, neither the
master servicer nor the special servicer will be responsible for the accuracy or
completeness of any information supplied to it by a borrower or a third party
that is included in reports or other information provided by or on behalf of the
master servicer or the special servicer, as the case may be. None of the
trustee, the master servicer and the special servicer will make any
representations or warranties as to the accuracy or completeness of, and the
trustee, the master servicer and the special servicer will disclaim
responsibility for, any information made available by the trustee, the master
servicer or the special servicer, as the case may be, for which it is not the
original source.

          The reports identified in the preceding paragraphs as CMSA reports
will be in the forms prescribed in the standard Commercial Mortgage Securities
Association investor reporting package or otherwise approved by the Commercial
Mortgage Securities Association. Current forms of these reports are available at
the Commercial Mortgage Securities Association's internet website, located at
www.cmbs.org.

          With respect to the Westchester Trust Mortgage Loan, the reports
delivered pursuant to the MLMT Series 2005-MCP1 pooling and servicing agreement
are substantially similar, but not identical, to those required under the
pooling and servicing agreement. Such reports will be forwarded by the servicers
under the MLMT Series 2005-MCP1 pooling and servicing agreement to the master
servicer under the pooling and servicing agreement. To the extent received, the
trustee is required to make such reports available as described below under
"--Information Available From Trustee", and the master servicer is required to
incorporate the information in those reports into the reports that it delivers
to the trustee pursuant to the pooling and servicing agreement.


                                     S-168



          Information Available From Trustee. The trustee will, and the master
servicer may, but is not required to, make available each month via its internet
website to any interested party (i) the trustee report, (ii) the pooling and
servicing agreement and (iii) this prospectus supplement and the accompanying
prospectus, on their respective internet websites. In addition, the trustee will
make available each month, on each distribution date, the Unrestricted Servicer
Reports, the CMSA loan periodic update file, the CMSA loan setup file, the CMSA
bond level file, and the CMSA collateral summary file to any interested party on
its internet website. The trustee will also make available each month, to the
extent received, on each distribution date, (i) the Restricted Servicer Reports
and (ii) the CMSA property file, to any holder of a certificate, any certificate
owner or any prospective transferee of a certificate or interest therein that
provides the trustee with certain required certifications, via the trustee's
internet website initially located at www.etrustee.net with the use of a
password (or other comparable restricted access mechanism) provided by the
trustee. Assistance with the trustee's website can be obtained by calling its
CMBS customer service number: (312) 904-5444.

          The trustee will make no representations or warranties as to the
accuracy or completeness of, and may disclaim responsibility for, any
information made available by the trustee for which it is not the original
source.

          The trustee and the master servicer may require registration and the
acceptance of a disclaimer in connection with providing access to its internet
website. The trustee and the master servicer will not be liable for the
dissemination of information made in accordance with the pooling and servicing
agreement.

          Book-Entry Certificates. If you hold your offered certificates in
book-entry form through DTC, you may obtain direct access to the monthly reports
of the trustee as if you were a certificateholder, provided that you deliver a
written certification to the trustee confirming your beneficial ownership in the
offered certificates. Otherwise, until definitive certificates are issued with
respect to your offered certificates, the information contained in those monthly
reports will be available to you only to the extent that it is made available
through DTC and the DTC participants or is available on the trustee's internet
website. Conveyance of notices and other communications by DTC to the DTC
participants, and by the DTC participants to beneficial owners of the offered
certificates, will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. We,
the master servicer, the special servicer, the trustee, the fiscal agent and the
certificate registrar are required to recognize as certificateholders only those
persons in whose names the certificates are registered on the books and records
of the certificate registrar.

          Other Information. The pooling and servicing agreement will obligate
the master servicer (with respect to the items listed in clauses 1, 2, 3, 4, 5,
6, 8, 9 and 10 below, to the extent those items are in its possession), the
special servicer (with respect to the items in clauses 4, 5, 6, 7, 8 and 9
below, to the extent those items are in its possession) and the trustee (with
respect to the items in clauses 1 through 10 below, to the extent those items
are in its possession) to make available at their respective offices, during
normal business hours, upon 10 days' advance written notice, for review by any
holder or beneficial owner of an offered certificate or any person identified to
the trustee as a prospective transferee of an offered certificate or any
interest in that offered certificate, originals or copies of, among other
things, the following items:

          1.   the pooling and servicing agreement, including exhibits, and any
               amendments to the pooling and servicing agreement;

          2.   all trustee reports and monthly reports of the master servicer
               delivered, or otherwise electronically made available, to
               certificateholders since the date of initial issuance of the
               offered certificates;

          3.   all officer's certificates delivered to the trustee by the master
               servicer and/or the special servicer since the date of initial
               issuance of the certificates, as described under "Servicing of
               the Mortgage Loans--Evidence as to Compliance" in this prospectus
               supplement;


                                     S-169



          4.   all accountants' reports delivered to the trustee with respect to
               the master servicer and/or the special servicer since the date of
               initial issuance of the offered certificates, as described under
               "Servicing of the Mortgage Loans--Evidence as to Compliance" in
               this prospectus supplement;

          5.   the most recent inspection report with respect to each mortgaged
               real property for a mortgage loan (other than the Westchester
               Trust Mortgage Loan) prepared by or on behalf of the master
               servicer and delivered to the trustee as described under
               "Servicing of the Mortgage Loans--Inspections; Collection of
               Operating Information" in this prospectus supplement and any
               environmental assessment prepared as described under "Realization
               Upon Defaulted Mortgage Loans--Foreclosure and Similar
               Proceedings" in this prospectus supplement;

          6.   the most recent annual operating statement and rent roll for each
               mortgaged real property for a mortgage loan (other than the
               Westchester Trust Mortgage Loan) and financial statements of the
               related borrower collected by or on behalf of the master servicer
               as described under "Servicing of the Mortgage Loans--Inspections;
               Collection of Operating Information" in this prospectus
               supplement;

          7.   all modifications, waivers and amendments of the mortgage loans
               that are to be added to the mortgage files from time to time and
               any asset status report prepared by the special servicer;

          8.   the servicing file relating to each mortgage loan;

          9.   any and all officer's certificates and other evidence delivered
               by the master servicer or the special servicer, as the case may
               be, to support its determination that any advance was, or if
               made, would be, a nonrecoverable advance; and

          10.  the MLMT Series 2005-MCP1 pooling and servicing agreement, and
               any reports, statements, documents and other written information
               delivered under that agreement to the master servicer for the
               trust on behalf of the trustee, or to the trustee, as holder of
               the Westchester Trust Mortgage Loan.

          Copies of the foregoing items will be available from the trustee, the
master servicer or the special servicer, as applicable, upon request. However,
the trustee, the master servicer and the special servicer, as applicable, will
be permitted to require payment of a sum sufficient to cover the reasonable
costs and expenses of providing the copies.

          In connection with providing access to or copies of the items
described above, the trustee, the master servicer or the special servicer, as
applicable, may require:

          o    in the case of a registered holder of an offered certificate or a
               beneficial owner of an offered certificate held in book-entry
               form, a written confirmation executed by the requesting person or
               entity, in a form reasonably acceptable to the trustee, the
               master servicer or the special servicer, as applicable, generally
               to the effect that the person or entity is a beneficial owner of
               offered certificates and will keep the information confidential;
               and

          o    in the case of a prospective purchaser of an offered certificate
               or any interest in that offered certificate, confirmation
               executed by the requesting person or entity, in a form reasonably
               acceptable to the trustee, the master servicer or the special
               servicer, as applicable, generally to the effect that the person
               or entity is a prospective purchaser of offered certificates or
               an interest in offered certificates, is requesting the
               information for use in evaluating a possible investment in the
               offered certificates and will otherwise keep the information
               confidential.


                                     S-170



          The certifications referred to in the prior paragraph may include an
indemnity from the certifying party for a breach. Registered holders of the
offered certificates will be deemed to have agreed to keep the information
described above confidential by the acceptance of their certificates.

VOTING RIGHTS

          At all times during the term of the pooling and servicing agreement,
100% of the voting rights for the certificates will be allocated among the
respective classes of certificates as follows:

          o    2% in the aggregate in the case of the class XC and XP
               certificates (allocated, pro rata, between the XC and XP classes
               based on their respective total notional amounts) and

          o    in the case of any class of principal balance certificates, a
               percentage equal to the product of 98% and a fraction, the
               numerator of which is equal to the then total principal balance
               of such class of principal balance certificates and the
               denominator of which is equal to the then total principal balance
               of all the principal balance certificates.

          The holders of the class R-I, R-II or Z certificates will not be
entitled to any voting rights. Voting rights allocated to a class of
certificates will be allocated among the related certificateholders in
proportion to the percentage interests in such class evidenced by their
respective certificates. See "Description of the Certificates--Voting Rights" in
the accompanying prospectus.

TERMINATION

          The obligations created by the pooling and servicing agreement will
terminate following the earliest of--

          o    the final payment or advance on, or other liquidation of, the
               last mortgage loan or related REO Property remaining in the
               trust; and

          o    the purchase of all of the mortgage loans and REO Properties
               remaining in the trust by the holder (or, if applicable, the
               beneficial owner) of certificates with the largest percentage of
               voting rights allocated to the controlling class (such holder
               (or, if applicable, beneficial owner) referred to as the
               plurality controlling class certificateholder), the master
               servicer or the special servicer, in that order of preference,
               after the Stated Principal Balance of the mortgage pool has been
               reduced to less than 1.0% of the initial mortgage pool balance.

          Written notice of termination of the pooling and servicing agreement
will be given to each certificateholder. The final payment with respect to each
certificate will be made only upon surrender and cancellation of that
certificate at the office of the certificate registrar or at any other location
specified in the notice of termination.

          Any purchase by the master servicer, the special servicer or the
plurality controlling class certificateholder of all the mortgage loans and REO
Properties remaining in the trust is required to be made at a price equal to:

          o    the sum of--

               1.   the then total principal balance of all the mortgage loans
                    then included in the trust (excluding any mortgage loans as
                    to which the related mortgaged real properties have become
                    REO Properties), together with interest thereon plus any
                    accrued and unpaid interest on P&I advances made with
                    respect to such mortgage loans, unreimbursed servicing
                    advances for those mortgage loans plus any accrued and
                    unpaid interest on such servicing advances, any reasonable
                    costs and expenses incurred in connection with any


                                      S-171



                    such purchase and any other Additional Trust Fund Expenses
                    (including any Additional Trust Fund Expenses previously
                    reimbursed or paid by the trust fund but not so reimbursed
                    by the related borrower or from insurance proceeds or
                    condemnation proceeds); and

               2.   the appraised value of all REO Properties then included in
                    the trust, as determined by an appraiser mutually agreed
                    upon by the master servicer, the special servicer and the
                    trustee, minus

          o    solely in the case of a purchase by the master servicer, the
               total of all amounts payable or reimbursable to the master
               servicer under the pooling and servicing agreement.

          The purchase will result in early retirement of the outstanding
certificates. The termination price, exclusive of any portion of the termination
price payable or reimbursable to any person other than the certificateholders,
will constitute part of the Available Distribution Amount for the final
distribution date.

          In addition, if, following the date on which the total principal
balances of the class A-1, A-2, A-3A, A-3B, A-SB, A-4, AM, AJ, B, C and D
certificates are reduced to zero, all of the remaining certificates, including
the class XP certificates (but excluding the class Z, R-I and R-II
certificates), are held by the same certificateholder, the trust fund may also
be terminated, subject to such additional conditions as may be set forth in the
pooling and servicing agreement, in connection with an exchange of all the
remaining certificates (other than the class Z, R-I and R-II certificates) for
all the mortgage loans and REO Properties remaining in the trust fund at the
time of exchange.

THE TRUSTEE

          LaSalle Bank National Association, a national banking association,
will act as trustee on behalf of the certificateholders. As of the date of
initial issuance of the offered certificates, the office of the trustee
primarily responsible for administration of the trust assets, its corporate
trust office, is located at 135 South LaSalle Street, Suite 1625, Chicago,
Illinois 60603, Attention: Global Securities and Trust Services Group--Merrill
Lynch Mortgage Trust Series 2005-CIP1.

          The trustee is at all times required to be a corporation, bank, trust
company or association organized and doing business under the laws of the U.S.
or any State of the U.S. or the District of Columbia. In addition, the trustee
must at all times--

          o    be authorized under those laws to exercise trust powers;

          o    with limited exception, have a combined capital and surplus of at
               least $100,000,000; and

          o    be subject to supervision or examination by a federal or state
               banking authority.

          If the corporation, bank, trust company or association publishes
reports of condition at least annually, in accordance with law or the
requirements of the supervising or examining authority, then the combined
capital and surplus of the corporation, bank, trust company or association will
be deemed to be its combined capital and surplus as described in its most recent
published report of condition.

          We, the master servicer, the special servicer and our and their
respective affiliates, may from time to time enter into normal banking and
trustee relationships with the trustee and its affiliates. The trustee and any
of its respective affiliates may hold certificates in their own names. In
addition, for purposes of meeting the legal requirements of some local
jurisdictions, the master servicer and the trustee acting jointly will have the
power to appoint a co-trustee or separate trustee of all or any part of the
trust assets. All rights, powers, duties and obligations conferred or imposed
upon the trustee will be conferred or imposed upon the trustee and the separate


                                      S-172



trustee or co-trustee jointly, or in any jurisdiction in which the trustee shall
be incompetent or unqualified to perform some acts, singly upon the separate
trustee or co-trustee who shall exercise and perform its rights, powers, duties
and obligations solely at the direction of the trustee.

          The trustee will be entitled to a monthly fee for its services, which
fee will be calculated on the same interest accrual basis as the mortgage loans,
which will be either a 30/360 basis or on an Actual/360 Basis, at 0.0011% per
annum on the Stated Principal Balance outstanding from time to time of each
mortgage loan. The trustee fee is payable out of general collections on the
mortgage loans and any REO Properties in the trust.

          See also "Description of the Governing Documents--The Trustee",
"--Duties of the Trustee", "--Matters Regarding the Trustee" and "--Resignation
and Removal of the Trustee" in the accompanying prospectus.

THE FISCAL AGENT

          ABN AMRO Bank N.V., a banking corporation organized under the laws of
the Netherlands, will act as fiscal agent pursuant to the pooling and servicing
agreement. The fiscal agent's office is located at 135 South LaSalle Street,
Suite 1625, Chicago, Illinois 60603, Attention: Global Securities and Trust
Services Group -Merrill Lynch Mortgage Trust, Series 2005-CIP1. The fiscal agent
will be deemed to have been removed in the event of the resignation or removal
of the trustee.

          The fiscal agent will make no representation as to the validity or
sufficiency of the pooling and servicing agreement, the certificates, the
mortgage loans, this prospectus supplement (except for the information in the
immediately preceding paragraph) or related documents. The duties and
obligations of the fiscal agent consist only of making advances as described in
this prospectus supplement; the fiscal agent will not be liable except for the
performance of such duties and obligations.

          In the event that the master servicer and the trustee fail to make a
required advance, the fiscal agent will be required to make such advance,
provided that the fiscal agent will not be obligated to make any advance that it
deems to be a Nonrecoverable Advance. The fiscal agent will be entitled to rely
conclusively on any determination by the master servicer or the trustee, as
applicable, that an advance, if made, would not be recoverable. The fiscal agent
will be entitled to reimbursement for each advance made by it in the same manner
and to the same extent as the trustee and the master servicer.

          The duties and obligations of the fiscal agent will consist only of
making advances as described above. The fiscal agent will not be liable except
for the performance of such duties and obligations. The fiscal agent will be
entitled to the same protections, immunities and indemnities as are afforded to
the trustee.

                        YIELD AND MATURITY CONSIDERATIONS

YIELD CONSIDERATIONS

          General. The yield on any offered certificate will depend on:

          o    the price at which the certificate is purchased by an investor;
               and

          o    the rate, timing and amount of payments on the certificate.


                                      S-173



          The rate, timing and amount of payments on any offered certificate
will in turn depend on, among other things:

          o    the pass-through rate for the certificate;

          o    the rate and timing of principal payments, including principal
               prepayments, and other principal collections on the mortgage
               loans and the extent to which those amounts are to be applied or
               otherwise result in reduction of the principal balance or
               notional amount of the certificate;

          o    the rate, timing and severity of Realized Losses and Additional
               Trust Fund Expenses and the extent to which those losses and
               expenses result in the reduction of the principal balance or
               notional amount of the certificate; and

          o    the timing and severity of any Net Aggregate Prepayment Interest
               Shortfalls and the extent to which those shortfalls result in the
               reduction of the interest payments on the certificate.

          Pass-Through Rates. The pass-through rates for the class A-3A, A-3B,
A-4, AM and AJ certificates are, in the case of each of these classes, equal to,
based on or limited by the Weighted Average Net Mortgage Rate. In addition, the
pass-through rates for the class XP certificates will, under certain
circumstances, be calculated based upon the Weighted Average Net Mortgage Rate.
As a result, the respective pass-through rates (and, accordingly, the respective
yields to maturity) on the class XP, A-3A, A-3B, A-4, AM and AJ certificates
could be adversely affected if mortgage loans with relatively high Net Mortgage
Rates experienced a faster rate of principal payments than mortgage loans with
relatively low Net Mortgage Rates. This means that the respective yields to
maturity on the class XP, A-3A, A-3B, A-4, AM and AJ certificates could be
sensitive to changes in the relative composition of the mortgage pool as a
result of scheduled amortization, voluntary prepayments and liquidations of
mortgage loans following default.

          In addition, through and including the July 2013 interest accrual
period, depending on timing and other circumstances, the pass-through rate for
the class XP certificates may vary with changes in the relative sizes of the
total principal balances of the class A-1, A-2, A-3A, A-3B, A-SB, A-4, AM, AJ,
B, C, D, E, F, G, H, J, K and L certificates.

          See "Description of the Offered Certificates--Payments--Calculation of
Pass-Through Rates" and "Description of the Mortgage Pool" in this prospectus
supplement and "--Rate and Timing of Principal Payments" below.

          Rate and Timing of Principal Payments. The yield to maturity on the
class XP certificates will be very sensitive to, and any other offered
certificates purchased at a discount or a premium will be affected by, the
frequency and timing of principal payments made in reduction of the total
principal balances or notional amounts of the certificates. In turn, the
frequency and timing of principal payments that are paid or otherwise result in
reduction of the total principal balance or notional amount, as the case may be,
of any offered certificate will be directly related to the frequency and timing
of principal payments on or with respect to the mortgage loans (or, in some
cases, a particular group of mortgage loans). Finally, the rate and timing of
principal payments on or with respect to the mortgage loans will be affected by
their amortization schedules, the dates on which balloon payments are due and
the rate and timing of principal prepayments and other unscheduled collections
on them, including for this purpose, collections made in connection with
liquidations of mortgage loans due to defaults, casualties or condemnations
affecting the mortgaged real properties, or purchases or other removals of
mortgage loans from the trust.

          Prepayments and other early liquidations of the mortgage loans will
result in payments on the certificates of amounts that would otherwise be paid
over the remaining terms of the mortgage loans. This will tend to shorten the
weighted average lives of some or all of the offered certificates with principal
balances. Defaults on


                                      S-174



the mortgage loans, particularly at or near their maturity dates, may result in
significant delays in payments of principal on the mortgage loans and,
accordingly, on the certificates, while workouts are negotiated or foreclosures
are completed. These delays will tend to lengthen the weighted average lives of
some or all of the offered certificates with principal balances. See "Servicing
of the Mortgage Loans--Modifications, Waivers, Amendments and Consents" in this
prospectus supplement. In addition, the ability of a borrower under an ARD Loan,
to repay that loan on the related anticipated repayment date will generally
depend on its ability to either refinance the mortgage loan or sell the
corresponding mortgaged real property. Also, a borrower may have little
incentive to repay its mortgage loan on the related anticipated repayment date
if then prevailing interest rates are relatively high. Accordingly, there can be
no assurance that any ARD Loan will be paid in full on its anticipated repayment
date. Failure of a borrower under an ARD Loan to repay that mortgage loan by or
shortly after the related anticipated repayment date, for whatever reason, will
tend to lengthen the weighted average lives of the offered certificates with
principal balances.

          The extent to which the yield to maturity on any offered certificate
may vary from the anticipated yield will depend upon the degree to which the
certificate is purchased at a discount or premium and when, and to what degree,
payments of principal on the mortgage loans are in turn paid or otherwise result
in a reduction of the principal balance or notional amount of the certificate.
If you purchase your offered certificates at a discount from their total
principal balance, your actual yield could be lower than your anticipated yield
if the principal payments on the mortgage loans are slower than you anticipated.
If you purchase any offered certificates at a premium relative to their total
principal balance or if you purchase class XP certificates, you should consider
the risk that a faster than anticipated rate of principal payments on the
mortgage loans could result in an actual yield to you that is lower than your
anticipated yield.

          Because the rate of principal payments on or with respect to the
mortgage loans will depend on future events and a variety of factors, no
assurance can be given as to that rate or the rate of principal prepayments in
particular. We are not aware of any relevant publicly available or authoritative
statistics with respect to the historical prepayment experience of a large group
of real estate loans comparable to those in the mortgage pool.

          Even if they are available and payable on your offered certificates,
prepayment premiums and yield maintenance charges may not be sufficient to
offset fully any loss in yield on your offered certificates attributable to the
related prepayments of the mortgage loans. Prepayment consideration payable on
specially serviced mortgage loans will be applied to reimburse Realized Losses
and Additional Trust Fund Expenses previously allocated to any class of
certificates. See "Risk Factors--Risks Related to the Offered
Certificates--Yield Maintenance Charges or Defeasance Provisions May Not Fully
Protect Against Prepayment Risk" in this prospectus supplement.

          Delinquencies and Defaults on the Mortgage Loans. The rate and timing
of delinquencies and defaults on the mortgage loans may affect the amount of
payments on your offered certificates, the yield to maturity of your offered
certificates, the rate of principal payments on your offered certificates and
the weighted average life of your offered certificates.

          Delinquencies on the mortgage loans, unless covered by P&I advances,
may result in shortfalls in payments of interest and/or principal on your
offered certificates for the current month. Although any shortfalls in payments
of interest may be made up on future distribution dates, no interest would
accrue on those shortfalls. Thus, any shortfalls in payments of interest would
adversely affect the yield to maturity of your offered certificates.


                                      S-175



          If--

          o    you calculate the anticipated yield to maturity for your offered
               certificates based on an assumed rate of default and amount of
               losses on the mortgage loans that is lower than the default rate
               and amount of losses actually experienced; and

          o    the additional losses result in a reduction of the total payments
               on or the total principal balance or notional amount of your
               offered certificates,

then your actual yield to maturity will be lower than you calculated and could,
under some scenarios, be negative.

          Reimbursement of Advances from general collections of principal on the
mortgage pool may reduce distributions of the principal in respect of the
offered certificates with principal balances.

          The timing of any loss on a liquidated mortgage loan that results in a
reduction of the total payments on or the total principal balance or notional
amount of your offered certificates will also affect your actual yield to
maturity, even if the rate of defaults and severity of losses are consistent
with your expectations. In general, the earlier your loss occurs, the greater
the effect on your yield to maturity.

          Even if losses on the mortgage loans do not result in a reduction of
the total payments on or the total principal balance or notional amount of your
offered certificates, the losses may still affect the timing of payments on, and
the weighted average life and yield to maturity of, your offered certificates.

          Relevant Factors. The following factors, among others, will affect the
rate and timing of principal payments and defaults and the severity of losses on
or with respect to the mortgage loans:

          o    prevailing interest rates;

          o    the terms of the mortgage loans, including provisions that
               require the payment of prepayment premiums and yield maintenance
               charges, provisions that impose prepayment lock-out periods and
               amortization terms that require balloon payments;

          o    the demographics and relative economic vitality of the areas in
               which the mortgaged real properties are located;

          o    the general supply and demand for commercial and multifamily
               rental space of the type available at the mortgaged real
               properties in the areas in which the mortgaged real properties
               are located;

          o    the quality of management of the mortgaged real properties;

          o    the servicing of the mortgage loans;

          o    possible changes in tax laws; and

          o    other opportunities for investment.

          See "Risk Factors--Risks Related to the Mortgage Loans", "Description
of the Mortgage Pool" and "Servicing of the Mortgage Loans" in this prospectus
supplement and "Description of the Governing Documents" and "Yield and Maturity
Considerations--Yield and Prepayment Considerations" in the accompanying
prospectus.

          The rate of prepayment on the mortgage loans is likely to be affected
by prevailing market interest rates for mortgage loans of a comparable type,
term and risk level. When the prevailing market interest rate is below the
annual rate at which a mortgage loan accrues interest, the related borrower may
have an increased incentive to refinance the mortgage loan. Conversely, to the
extent prevailing market interest rates exceed the annual rate at


                                     S-176



which a mortgage loan accrues interest, the related borrower may be less likely
to voluntarily prepay the mortgage loan. Assuming prevailing market interest
rates exceed the revised mortgage interest rate at which an ARD Loan accrues
interest following its anticipated repayment date, the primary incentive for the
related borrower to prepay the mortgage loan on or before its anticipated
repayment date is to give the borrower access to excess cash flow, all of which,
net of the minimum required debt service, approved property expenses and any
required reserves, must be applied to pay down principal of the mortgage loan.
Accordingly, there can be no assurance that any ARD Loan will be prepaid on or
before its anticipated repayment date or on any other date prior to maturity.

          Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell their
mortgaged real properties in order to realize their equity in those properties,
to meet cash flow needs or to make other investments. In addition, some
borrowers may be motivated by federal and state tax laws, which are subject to
change, to sell their mortgaged real properties prior to the exhaustion of tax
depreciation benefits.

          A number of the borrowers are limited or general partnerships. The
bankruptcy of the general partner in a partnership may result in the dissolution
of the partnership. The dissolution of a borrower partnership, the winding-up of
its affairs and the distribution of its assets could result in an acceleration
of its payment obligations under the related mortgage loan.

          We make no representation or warranty regarding:

          o    the particular factors that will affect the rate and timing of
               prepayments and defaults on the mortgage loans (or any particular
               group of mortgage loans);

          o    the relative importance of those factors;

          o    the percentage of the total principal balance of the mortgage
               loans (or any particular group of mortgage loans) that will be
               prepaid or as to which a default will have occurred as of any
               particular date; or

          o    the overall rate of prepayment or default on the mortgage loans
               (or any particular group of mortgage loans).

          Unpaid Interest. If the portion of the Available Distribution Amount
payable with respect to interest on any class of offered certificates on any
distribution date is less than the total amount of interest then payable for the
class, the shortfall will be payable to the holders of those certificates on
subsequent distribution dates, subject to available funds on those subsequent
distribution dates and the priority of payments described under "Description of
the Offered Certificates--Payments--Priority of Payments" in this prospectus
supplement. That shortfall will not bear interest, however, and will therefore
negatively affect the yield to maturity of that class of offered certificates
for so long as it is outstanding.

          Delay in Payments. Because monthly payments will not be made on the
certificates until several days after the due dates for the mortgage loans
during the related collection period, your effective yield will be lower than
the yield that would otherwise be produced by your pass-through rate and
purchase price, assuming that purchase price did not account for a delay.

CPR MODEL

          Prepayments on loans are commonly measured relative to a prepayment
standard or model. The prepayment model used in this prospectus supplement is
the constant prepayment rate, or "CPR", model, which represents an assumed
constant rate of prepayment each month, which is expressed on a per annum basis,
relative to the then-outstanding principal balance of a pool of loans for the
life of those loans. The CPR model does not


                                      S-177



purport to be either a historical description of the prepayment experience of
any pool of loans or a prediction of the anticipated rate of prepayment of any
pool of loans, including the mortgage pool. We do not make any representations
about the appropriateness of the CPR model.

YIELD SENSITIVITY OF THE CLASS XP CERTIFICATES

          The yield to maturity on the class XP certificates will be extremely
sensitive to the rate and timing of principal payments on the mortgage loans
(including by reason of prepayments, defaults, liquidations and repurchases), to
the extent applied to reduce the notional amount of such class. Accordingly,
investors in the class XP certificates should fully consider the associated
risks, including the risk that a rapid rate of prepayment of the mortgage loans
could result in the failure of such investors to fully recoup their initial
investments.

          The table below indicates the sensitivity of the pre-tax corporate
bond equivalent yields to maturity of the class XP certificates at various
prices and constant prepayment rates. The yields set forth in the table were
calculated by determining the monthly discount rates that, when applied to the
assumed stream of cash flows to be paid on the class XP certificates, would
cause the discounted present value of such assumed stream of cash flows to equal
the assumed purchase prices plus accrued interest of such class of certificates
and converting such monthly rates to corporate bond equivalent rates. Such
calculations do not take into account variations that may occur in the interest
rates at which investors may be able to reinvest funds received by them as
distributions on the class XP certificates and consequently do not purport to
reflect the return on any investment in such class of certificates when such
reinvestment rates are considered.

          The table below has been prepared based on the assumption that
distributions are made in accordance with "Description of the Offered
Certificates--Payments" in this prospectus supplement and on the Modeling
Assumptions and with the assumed respective purchase prices (as a percentage of
the initial total notional amount of the class XP certificates) of the class XP
certificates set forth in the table, plus accrued interest thereon from August
1, 2005 to the Closing Date.


                                     S-178



 SENSITIVITY TO PRINCIPAL PREPAYMENTS OF THE PRE-TAX YIELDS TO MATURITY OF THE
                             CLASS XP CERTIFICATES

                                 0% CPR DURING LOCKOUT, DEFEASANCE AND
                         YIELD MAINTENANCE CHARGES OTHERWISE AT INDICATED CPR
                         ----------------------------------------------------
ASSUMED PURCHASE PRICE      0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
----------------------      ------   -------   -------   -------   --------
        0.5614%             29.865%  29.861%   29.856%   29.849%    29.818%
        0.6864%             20.654%  20.649%   20.644%   20.637%    20.605%
        0.8114%             14.028%  14.024%   14.019%   14.011%    13.978%
        0.9364%              8.955%   8.950%    8.945%    8.937%     8.904%
        1.0614%              4.896%   4.892%    4.887%    4.879%     4.845%
        1.1864%              1.544%   1.540%    1.535%    1.527%     1.493%
        1.3114%             -1.293%  -1.297%   -1.302%   -1.310%    -1.344%
        1.4364%             -3.740%  -3.744%   -3.750%   -3.757%    -3.791%
        1.5614%             -5.884%  -5.888%   -5.893%   -5.901%    -5.935%
Weighted average life
   (in years)                5.671%   5.671%    5.671%    5.671%     5.671%

          There can be no assurance that the mortgage loans will prepay in
accordance with the Modeling Assumptions at any of the rates shown in the table
or at any other particular rate, that the cash flows on the class XP
certificates will correspond to the cash flows assumed for purposes of the above
table or that the aggregate purchase price of the class XP certificates will be
as assumed. In addition, it is unlikely that the mortgage loans will prepay in
accordance with the Modeling Assumptions at any of the specified percentages of
CPR until maturity or that all the mortgage loans will so prepay at the same
rate. Timing of changes in the rate of prepayments may significantly affect the
actual yield to maturity to investors, even if the average rate of principal
prepayments is consistent with the expectations of investors. Investors must
make their own decisions as to the appropriate prepayment assumption to be used
in deciding whether to purchase the class XP certificates.

WEIGHTED AVERAGE LIVES

          The tables set forth below indicate the respective weighted average
lives of the respective classes of the offered certificates (other than the
class XP certificates) and set forth the percentages of the respective initial
total principal balances of those classes that would be outstanding after the
distribution dates in each of the calendar months shown, subject, however, to
the following discussion and the assumptions specified below.

          For purposes of this prospectus supplement, "weighted average life" of
any offered certificate with a principal balance refers to the average amount of
time that will elapse from the assumed date of settlement of that certificate,
which is August 24, 2005, until each dollar of principal of the certificate will
be repaid to the investor, based on the Modeling Assumptions. For purposes of
this "Yield and Maturity Considerations" section, the weighted average life of
any offered certificate with a principal balance is determined by:

          o    multiplying the amount of each principal payment on the
               certificate by the number of years from the assumed settlement
               date to the related distribution date;

          o    summing the results; and

          o    dividing the sum by the total amount of the reductions in the
               principal balance of the certificate.

          The weighted average life of any offered certificate with a principal
balance will be influenced by, among other things, the rate at which principal
of the mortgage loans is paid, which may be in the form of scheduled
amortization, balloon payments, prepayments, liquidation proceeds, condemnation
proceeds or insurance proceeds. The weighted average life of any offered
certificate with a principal balance may also be affected to the


                                      S-179



extent that additional payments in reduction of the principal balance of that
certificate occur as a result of the purchase or other removal of a mortgage
loan from the trust or the optional termination of the trust. The purchase of a
mortgage loan from the trust will have the same effect on payments to the
holders of the privately offered certificates as if the mortgage loan had
prepaid in full, except that no prepayment consideration is collectable with
respect thereto. As described in this prospectus supplement, the Principal
Distribution Amount for each distribution date will generally be distributable,
following any allocation of such funds to pay down the principal balance of the
class A-SB certificates to the Class A-SB Planned Principal Balance for that
distribution date, first in respect of the class A-1 certificates until the
principal balance thereof is reduced to zero; second, in respect of the class
A-2 certificates until the principal balance thereof is reduced to zero; third,
in respect of the class A-3A certificates until the principal balance thereof is
reduced to zero; fourth, in respect of the class A-3B certificates until the
principal balance thereof is reduced to zero; fifth, in respect of the class
A-SB certificates until the principal balance thereof is reduced to zero; and
sixth, in respect of the class A-4 certificates until the principal balance
thereof is reduced to zero. After these distributions, the remaining Principal
Distribution Amount will be distributable entirely in respect of the class AM,
AJ, B, C and D certificates, in that order, and then in respect of the
respective classes of principal balance certificates not offered in this
prospectus supplement, in each case until the principal balance of such class of
certificates is reduced to zero. As a consequence of the foregoing, the weighted
average lives of the class A-1, A-2, A-3A, A-3B, A-SB and A-4 certificates as a
group may be shorter, and the weighted average lives of the other respective
classes of offered certificates may be shorter or longer, than would otherwise
be the case if the Principal Distribution Amount for each distribution date were
to be allocated and paid on a pro rata basis among those classes of certificates
according to their principal balances.

          The tables set forth below have been prepared on the basis of the
Modeling Assumptions. The actual characteristics and performance of the mortgage
loans will differ from the assumptions used in calculating the tables set forth
below. The tables set forth below are hypothetical in nature and are provided
only to give a general sense of how the principal cash flows might behave under
each assumed prepayment scenario. In particular, the tables were prepared on the
basis of the assumption that there are no losses or defaults on the mortgage
loans. Any difference between those assumptions and the actual characteristics
and performance of the mortgage loans, or actual prepayment or loss experience,
will affect the percentages of the respective initial total principal balances
of the various classes of subject offered certificates (exclusive of the class
XP certificates) outstanding over time and their respective weighted average
lives.

 PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES

DISTRIBUTION DATE                0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
------------------------------   ------   -------   -------   -------   --------
Initial Percentage............    100%      100%      100%      100%      100%
August 12, 2006...............     86        86        86        86        86
August 12, 2007...............     71        71        71        71        71
August 12, 2008...............     52        52        52        52        52
August 12, 2009...............     28        28        28        28        28
August 12, 2010 and
   thereafter.................      0         0         0         0         0

Weighted Average Life
   (in Years).................    2.9       2.8       2.8       2.8       2.8


                                      S-180



PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-2 CERTIFICATES

DISTRIBUTION DATE                0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
------------------------------   ------   -------   -------   -------   --------
Initial Percentage............    100%      100%      100%      100%      100%
August 12, 2006...............    100       100       100       100       100
August 12, 2007...............    100       100       100       100       100
August 12, 2008...............    100       100       100       100       100
August 12, 2009...............    100       100       100       100       100
August 12, 2010 and
   thereafter.................      0         0         0         0         0

Weighted Average Life
   (in Years).................    4.9       4.9       4.8       4.8       4.5

PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-3A CERTIFICATES

DISTRIBUTION DATE                0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
------------------------------   ------   -------   -------   -------   --------
Initial Percentage............     100%     100%      100%      100%      100%
August 12, 2006...............     100      100       100       100       100
August 12, 2007...............     100      100       100       100       100
August 12, 2008...............     100      100       100       100       100
August 12, 2009...............     100      100       100       100       100
August 12, 2010...............     100      100       100       100       100
August 12, 2011...............     100      100       100       100       100
August 12, 2012 and
   thereafter.................       0        0         0         0         0

Weighted Average Life
   (in Years).................     6.9      6.9       6.8       6.8       6.5

PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-3B CERTIFICATES

DISTRIBUTION DATE                0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
------------------------------   ------   -------   -------   -------   --------
Initial Percentage............    100%      100%      100%      100%      100%
August 12, 2006...............    100       100       100       100       100
August 12, 2007...............    100       100       100       100       100
August 12, 2008...............    100       100       100       100       100
August 12, 2009...............    100       100       100       100       100
August 12, 2010...............    100       100       100       100       100
August 12, 2011...............    100       100       100       100       100
August 12, 2012 and
   thereafter.................      0         0         0         0         0

Weighted Average Life
   (in Years).................    7.0       7.0       7.0       7.0       6.9


                                     S-181




PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-SB CERTIFICATES

DISTRIBUTION DATE                0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
------------------------------   ------   -------   -------   -------   --------
Initial Percentage............    100%      100%      100%      100%      100%
August 12, 2006...............    100       100       100       100       100
August 12, 2007...............    100       100       100       100       100
August 12, 2008...............    100       100       100       100       100
August 12, 2009...............    100       100       100       100       100
August 12, 2010...............    100       100       100       100       100
August 12, 2011...............     81        81        81        81        81
August 12, 2012...............     56        56        56        56        56
August 12, 2013...............     35        35        35        35        35
August 12, 2014...............     12        12        12        12        12
August 12, 2015 and
   thereafter.................      0         0         0         0         0

Weighted Average Life
   (in Years).................    7.3       7.3       7.3       7.3       7.3

 PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-4 CERTIFICATES

DISTRIBUTION DATE                0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
------------------------------   ------   -------   -------   -------   --------
Initial Percentage............    100%      100%      100%      100%      100%
August 12, 2006...............    100       100       100       100       100
August 12, 2007...............    100       100       100       100       100
August 12, 2008...............    100       100       100       100       100
August 12, 2009...............    100       100       100       100       100
August 12, 2010...............    100       100       100       100       100
August 12, 2011...............    100       100       100       100       100
August 12, 2012...............    100       100       100       100       100
August 12, 2013...............    100       100       100       100       100
August 12, 2014...............    100       100       100       100       100
August 12, 2015 and
   thereafter.................      0         0         0         0         0

Weighted Average Life
   (in Years).................    9.8       9.8       9.8       9.7       9.5

 PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS AM CERTIFICATES

DISTRIBUTION DATE                0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
------------------------------   ------   -------   -------   -------   --------
Initial Percentage............    100%      100%      100%      100%      100%
August 12, 2006...............    100       100       100       100       100
August 12, 2007...............    100       100       100       100       100
August 12, 2008...............    100       100       100       100       100
August 12, 2009...............    100       100       100       100       100
August 12, 2010...............    100       100       100       100       100
August 12, 2011...............    100       100       100       100       100
August 12, 2012...............    100       100       100       100       100
August 12, 2013...............    100       100       100       100       100
August 12, 2014...............    100       100       100       100       100
August 12, 2015 and
   thereafter.................      0         0         0         0         0

Weighted Average Life
   (in Years).................    9.9       9.9       9.9       9.9       9.7


                                     S-182



 PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS AJ CERTIFICATES

DISTRIBUTION DATE                0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
------------------------------   ------   -------   -------   -------   --------
Initial Percentage............    100%      100%      100%      100%      100%
August 12, 2006...............    100       100       100       100       100
August 12, 2007...............    100       100       100       100       100
August 12, 2008...............    100       100       100       100       100
August 12, 2009...............    100       100       100       100       100
August 12, 2010...............    100       100       100       100       100
August 12, 2011...............    100       100       100       100       100
August 12, 2012...............    100       100       100       100       100
August 12, 2013...............    100       100       100       100       100
August 12, 2014...............    100       100       100       100       100
August 12, 2015 and
   thereafter.................      0         0         0         0         0

Weighted Average Life
   (in Years).................    9.9       9.9       9.9       9.9       9.7

  PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS B CERTIFICATES

DISTRIBUTION DATE                0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
------------------------------   ------   -------   -------   -------   --------
Initial Percentage............     100%      100%     100%      100%      100%
August 12, 2006...............     100       100      100       100       100
August 12, 2007...............     100       100      100       100       100
August 12, 2008...............     100       100      100       100       100
August 12, 2009...............     100       100      100       100       100
August 12, 2010...............     100       100      100       100       100
August 12, 2011...............     100       100      100       100       100
August 12, 2012...............     100       100      100       100       100
August 12, 2013...............     100       100      100       100       100
August 12, 2014...............     100       100      100       100       100
August 12, 2015 and
   thereafter.................       0         0        0         0         0

Weighted Average Life
   (in Years).................    10.0      10.0      9.9       9.9       9.8

  PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS C CERTIFICATES

DISTRIBUTION DATE                0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
------------------------------   ------   -------   -------   -------   --------
Initial Percentage............     100%     100%      100%      100%      100%
August 12, 2006...............     100      100       100       100       100
August 12, 2007...............     100      100       100       100       100
August 12, 2008...............     100      100       100       100       100
August 12, 2009...............     100      100       100       100       100
August 12, 2010...............     100      100       100       100       100
August 12, 2011...............     100      100       100       100       100
August 12, 2012...............     100      100       100       100       100
August 12, 2013...............     100      100       100       100       100
August 12, 2014...............     100      100       100       100       100
August 12, 2015 and
   thereafter.................       0        0         0         0         0

Weighted Average Life
   (in Years).................    10.0     10.0      10.0      10.0       9.8


                                     S-183



  PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS D CERTIFICATES

DISTRIBUTION DATE                0% CPR   25% CPR   50% CPR   75% CPR   100% CPR
------------------------------   ------   -------   -------   -------   --------
Initial Percentage............     100%     100%      100%      100%      100%
August 12, 2006...............     100      100       100       100       100
August 12, 2007...............     100      100       100       100       100
August 12, 2008...............     100      100       100       100       100
August 12, 2009...............     100      100       100       100       100
August 12, 2010...............     100      100       100       100       100
August 12, 2011...............     100      100       100       100       100
August 12, 2012...............     100      100       100       100       100
August 12, 2013...............     100      100       100       100       100
August 12, 2014...............     100      100       100       100       100
August 12, 2015 and
   thereafter.................       0        0         0         0         0

Weighted Average Life
   (in Years).................    10.0     10.0      10.0      10.0       9.8

          The foregoing tables were prepared assuming a 0% CPR during lockout,
defeasance and yield maintenance periods and otherwise assuming that prepayments
occur at indicated CPR. The indicated CPRs are applied to the mortgage loans in
the trust fund and do not take into account the Non-Trust Loans.

                                 USE OF PROCEEDS

          Substantially all of the proceeds from the sale of the offered
certificates will be used by us to purchase the mortgage loans that we will
include in the trust and to pay those expenses incurred in connection with the
issuance of the certificates.

                         FEDERAL INCOME TAX CONSEQUENCES

GENERAL

          This is a general summary of the material federal income tax
consequences of owning the offered certificates. This summary is directed to
initial investors that hold the offered certificates as "capital assets" within
the meaning of section 1221 of the Code. It does not discuss all United States
federal income tax consequences that may be relevant to owners of the offered
certificates, particularly as to investors subject to special treatment under
the Code, including banks and insurance companies. Prospective investors should
consult their tax advisors regarding the federal, state, local, and, if
relevant, foreign tax consequences to them of owning offered certificates.

          Further, this summary and any legal opinions referred to in this
summary are based on laws, regulations, including the REMIC regulations
promulgated by the Treasury Department, rulings and decisions now in effect or
(with respect to the regulations) proposed, all of which are subject to change
either prospectively or retroactively.

          Upon the issuance of the offered certificates, Sidley Austin Brown &
Wood LLP, New York, New York, our counsel, will deliver its opinion generally to
the effect that, assuming compliance with the pooling and servicing agreement
and the MLMT Series 2005-MCP1 pooling and servicing agreement, and subject to
any other assumptions set forth in the opinion, REMIC I and REMIC II,
respectively, will each qualify as a REMIC under the Code.


                                      S-184



          The assets of REMIC I will generally include--

          o    the mortgage loans;

          o    any REO Properties acquired on behalf of the certificateholders;

          o    the master servicer's collection account;

          o    the special servicer's REO account; and

          o    the trustee's distribution account and interest reserve account,
               but will exclude any collections of Additional Interest on the
               ARD Loans.

          For federal income tax purposes,

          o    the separate non-certificated regular interests in REMIC I will
               be the regular interests in REMIC I and will be the assets of
               REMIC II;

          o    the class R-I certificates will evidence the sole class of
               residual interests in REMIC I;

          o    the class A-1, A-2, A-3A, A-3B, A-SB, A-4, XC, XP, AM, AJ, B, C,
               D, E, F, G, H, J, K, L, M, N, P and Q certificates will evidence
               the regular interests in, and will generally be treated as debt
               obligations of, REMIC II; and

          o    the class R-II certificates will evidence the sole class of
               residual interests in REMIC II.

          The portion of the trust consisting of Additional Interest on the ARD
Loans will be treated as a grantor trust for federal income tax purposes, and
the class Z certificates will represent undivided interests in these assets. See
"Federal Income Tax Consequences--REMICs" and "--Grantor Trusts" in the
accompanying prospectus.

DISCOUNT AND PREMIUM; PREPAYMENT CONSIDERATION

          Holders of the offered certificates will be required to report income
on such regular interests in accordance with the accrual method of accounting.

          The class XP certificates will be issued with more than a de minimis
amount of original issue discount. The class A-1 and A-3A certificates will be
issued with a de minimis amount of original issue discount. The other classes of
offered certificates will not be issued with original issue discount and may be
treated as having been issued at a premium. When determining the rate of accrual
of original issue discount, market discount and premium, if any, for federal
income tax purposes the prepayment assumption used will be that subsequent to
the date of any determination:

          o    the ARD Loans will be paid in full on their respective
               anticipated repayment dates;

          o    no mortgage loan will otherwise be prepaid prior to maturity; and

          o    there will be no extension of maturity for any mortgage loan.

          However, no representation is made as to the actual rate at which the
mortgage loans will prepay, if at all. See "Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates" in the
accompanying prospectus.

          The IRS has issued regulations under sections 1271 to 1275 of the Code
generally addressing the treatment of debt instruments issued with original
issue discount. You should be aware, however, that those regulations and section
1272(a)(6) of the Code do not adequately address all issues relevant to, or are
not


                                      S-185



applicable to, prepayable securities such as the offered certificates. We
recommend that you consult with your own tax advisor concerning the tax
treatment of your offered certificates.

          If the method for computing original issue discount described in the
accompanying prospectus results in a negative amount for any period with respect
to any holder of offered certificates, the amount of original issue discount
allocable to that period would be zero. This is a possibility of particular
relevance to a holder of a class XP certificate. The holder would be permitted
to offset the negative amount only against future original issue discount, if
any, attributable to his or her certificates. Although the matter is not free
from doubt, a holder of a class XP certificate may be permitted to deduct a loss
to the extent that his or her respective remaining basis in the certificate
exceeds the maximum amount of future payments to which the holder is entitled,
assuming no further prepayments of the mortgage loans. Any loss might be treated
as a capital loss.

          Whether a holder of any of these offered certificates will be treated
as holding a certificate with amortizable bond premium will depend on the
certificateholder's purchase price and the payments remaining to be made on the
certificate at the time of its acquisition by the certificateholder. If you
acquire an interest in any offered certificates issued at a premium, you should
consider consulting your own tax advisor regarding the possibility of making an
election to amortize the premium. See "Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates--Premium"
in the accompanying prospectus.

          Prepayment premiums and yield maintenance charges actually collected
on the mortgage loans will be paid on the offered certificates as and to the
extent described in this prospectus supplement. It is not entirely clear under
the Code when the amount of a prepayment premium or yield maintenance charge
should be taxed to the holder of a class of offered certificates entitled to
that amount. For federal income tax reporting purposes, the tax administrator
will report prepayment premiums or yield maintenance charges as income to the
holders of a class of offered certificates entitled thereto only after the
master servicer's actual receipt of those amounts. The IRS may nevertheless seek
to require that an assumed amount of prepayment premiums and yield maintenance
charges be included in payments projected to be made on the offered certificates
and that taxable income be reported based on the projected constant yield to
maturity of the offered certificates. Therefore, the projected prepayment
premiums and yield maintenance charges would be included prior to their actual
receipt by holders of the offered certificates. If the projected prepayment
premiums and yield maintenance charges were not actually received, presumably
the holder of an offered certificate would be allowed to claim a deduction or
reduction in gross income at the time the unpaid prepayment premiums and yield
maintenance charges had been projected to be received. Moreover, it appears that
prepayment premiums and yield maintenance charges are to be treated as ordinary
income rather than capital gain. The correct characterization of the income is
not entirely clear. We recommend you consult your own tax advisors concerning
the treatment of prepayment premiums and yield maintenance charges.

CONSTRUCTIVE SALES OF CLASS XP CERTIFICATES

          The Taxpayer Relief Act of 1997 added a provision to the Code that
requires the recognition of gain on the constructive sale of an appreciated
financial position. A constructive sale of a financial position may occur if a
taxpayer enters into a transaction or series of transactions that have the
effect of substantially eliminating the taxpayer's risk of loss and opportunity
for gain with respect to the financial instrument. Debt instruments that:

          o    entitle the holder to a specified principal amount;

          o    pay interest at a fixed or variable rate; and

          o    are not convertible into the stock of the issuer or a related
               party,


                                      S-186



cannot be the subject of a constructive sale for this purpose. Accordingly, only
class XP certificates, which do not have a principal balance, could be subject
to this provision and only if a holder of those certificates engages in a
constructive sale transaction.

CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES

          The offered certificates will be treated as "real estate assets"
within the meaning of section 856(c)(5)(B) of the Code in the hands of a real
estate investment trust or "REIT". Most of the mortgage loans are not secured by
real estate used for residential or certain other purposes prescribed in section
7701(a)(19)(C) of the Code. Consequently, the offered certificates will not be
treated as assets qualifying under that section. Accordingly, investment in the
offered certificates may not be suitable for a thrift institution seeking to be
treated as a "domestic building and loan association" under section
7701(a)(19)(C) of the Code. In addition, the offered certificates will be
"qualified mortgages" within the meaning of section 860G(a)(3) of the Code in
the hands of another REMIC if transferred to such REMIC on its startup date in
exchange for regular or residual interests in such REMIC.

          Finally, interest, including original issue discount, if any, on the
offered certificates will be interest described in section 856(c)(3)(B) of the
Code if received by a REIT if 95% or more of the assets of REMIC II are treated
as "real estate assets" within the meaning of section 856(c)(5)(B) of the Code.
To the extent that less than 95% of the assets of REMIC II are treated as "real
estate assets" within the meaning of section 856(c)(5)(B) of the Code, a REIT
holding offered certificates will be treated as receiving directly its
proportionate share of the income of the REMIC.

          To the extent an offered certificate represents ownership of an
interest in a mortgage loan that is secured in part by cash reserves, that
mortgage loan is not secured solely by real estate. Therefore:

          o    a portion of that certificate may not represent ownership of
               "loans secured by an interest in real property" or other assets
               described in section 7701(a)(19)(C) of the Code;

          o    a portion of that certificate may not represent ownership of
               "real estate assets" under section 856(c)(5)(B) of the Code; and

          o    the interest on that certificate may not constitute "interest on
               obligations secured by mortgages on real property" within the
               meaning of section 856(c)(3)(B) of the Code.

          In addition, most of the mortgage loans contain defeasance provisions
under which the lender may release its lien on the collateral securing the
subject mortgage loan in return for the borrower's pledge of substitute
collateral in the form of government securities. Generally, under the Treasury
regulations, if a REMIC releases its lien on real property that secures a
qualified mortgage, the subject mortgage loan ceases to be a qualified mortgage
on the date the lien is released unless certain conditions are satisfied. In
order for the defeased mortgage loan to remain a qualified mortgage, the
Treasury regulations require that--

          1.   the borrower pledges substitute collateral that consist solely of
               certain government securities,

          2.   the related loan documents allow that substitution,

          3.   the lien is released to facilitate the disposition of the
               property or any other customary commercial transaction, and not
               as part of an arrangement to collateralize a REMIC offering with
               obligations that are not real estate mortgages, and

          4.   the release is not within two years of the startup day of the
               REMIC.

          Following the defeasance of a mortgage loan, regardless of whether the
foregoing conditions were satisfied, that mortgage loan would not be treated as
a "loan secured by an interest in real property" or a "real


                                      S-187



estate asset" and interest on that loan would not constitute "interest on
obligations secured by real property" for purposes of sections 7701(a)(19)(C),
856(c)(5)(B) and 856(e)(3)(B) of the Code, respectively.

          See "Description of the Mortgage Pool" in this prospectus supplement
and "Federal Income Tax Consequences--REMICs--Characterization of Investments in
REMIC Certificates" in the accompanying prospectus.

          For further information regarding the federal income tax consequences
of investing in the offered certificates, see "Federal Income Tax
Consequences--REMICs" in the accompanying prospectus.

                              ERISA CONSIDERATIONS

          The following description is general in nature, is not intended to be
all-inclusive, is based on the law and practice existing at the date of this
document and is subject to any subsequent changes therein. In view of the
individual nature of ERISA and Code consequences, each potential investor that
is a Plan or is investing on behalf of, or with plan assets of a Plan, is
advised to consult its own legal advisor with respect to the specific ERISA and
Code consequences of investing in the certificates and to make its own
independent decision. The following is merely a summary and should not be
construed as legal advice.

          ERISA and section 4975 of the Code impose various requirements on--

          o    Plans, and

          o    persons that are fiduciaries with respect to Plans,

in connection with the investment of the assets of a Plan. For purposes of this
discussion, Plans may include qualified pension, profit sharing and Code section
401(k) plans, individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts, including, as applicable,
insurance company general accounts, in which other Plans are invested.

          A fiduciary of any Plan should carefully review with its legal
advisors whether the purchase or holding of offered certificates could be or
give rise to a transaction that is prohibited or is not otherwise permitted
under ERISA or section 4975 of the Code or whether there exists any statutory,
regulatory or administrative exemption applicable thereto. Some fiduciary and
prohibited transaction issues arise only if the assets of the trust are "plan
assets" for purposes of Part 4 of Title I of ERISA and section 4975 of the Code.
Whether the assets of the trust will be plan assets at any time will depend on a
number of factors, including the portion of any class of certificates that is
held by benefit plan investors within the meaning of U.S. Department of Labor
Regulation Section 2510.3-101.

          The U.S. Department of Labor has issued an individual prohibited
transaction exemption to each of Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Countrywide Securities Corporation, identified as Prohibited
Transaction Exemptions 90-29 and 2000-55, respectively, as amended by Prohibited
Transaction Exemptions 97-34, 2000-58 and 2002-41(in each case, if issued after
the subject exemption was granted), and as subsequently amended from time to
time. Subject to the satisfaction of conditions set forth in the Exemption, the
Exemption generally exempts from the application of the prohibited transaction
provisions of Sections 406(a) and (b) and 407(a) of ERISA, and the excise taxes
imposed on these prohibited transactions under sections 4975(a) and (b) of the
Code, specified transactions relating to, among other things, the servicing and
operation of pools of real estate loans, such as the mortgage pool, and the
purchase, sale and holding of mortgage pass-through certificates, such as the
offered certificates, that are underwritten by an Exemption-Favored Party.


                                      S-188



          The Exemption sets forth five general conditions which must be
satisfied for a transaction involving the purchase, sale and holding of an
offered certificate to be eligible for exemptive relief under the Exemption. The
conditions are as follows:

          o    first, the acquisition of the certificate by a Plan must be on
               terms that are at least as favorable to the Plan as they would be
               in an arm's-length transaction with an unrelated party;

          o    second, at the time of its acquisition by the Plan, that
               certificate must be rated in one of the four highest generic
               rating categories by Fitch, Moody's or S & P;

          o    third, the trustee cannot be an affiliate of any other member of
               the Restricted Group, other than any of the Exemption Favored
               Parties;

          o    fourth, the following must be true--

               1.   the sum of all payments made to and retained by
                    Exemption-Favored Parties must represent not more than
                    reasonable compensation for underwriting the relevant class
                    of certificates;

               2.   the sum of all payments made to and retained by us in
                    connection with the assignment of mortgage loans to the
                    trust must represent not more than the fair market value of
                    the obligations; and

               3.   the sum of all payments made to and retained by the master
                    servicer, the special servicer and any sub-servicer must
                    represent not more than reasonable compensation for that
                    person's services under the pooling and servicing agreement
                    and reimbursement of that person's reasonable expenses in
                    connection therewith; and

          o    fifth, the investing Plan must be an accredited investor as
               defined in Rule 501(a)(1) of Regulation D under the Securities
               Act of 1933, as amended.

          It is a condition of their issuance that each class of offered
certificates receive an investment grade rating from each of Fitch and Moody's.
In addition, the initial trustee is not an affiliate of any other member of the
Restricted Group. Accordingly, as of the date of initial issuance of the
certificates, the second and third general conditions set forth above will be
satisfied with respect to the offered certificates. A fiduciary of a Plan
contemplating the purchase of an offered certificate in the secondary market
must make its own determination that, at the time of the purchase, the
certificate continues to satisfy the second and third general conditions set
forth above. A fiduciary of a Plan contemplating the purchase of an offered
certificate, whether in the initial issuance of the certificate or in the
secondary market, must make its own determination that the first and fourth
general conditions set forth above will be satisfied with respect to the
certificate as of the date of the purchase. A Plan's authorizing fiduciary will
be deemed to make a representation regarding satisfaction of the fifth general
condition set forth above in connection with the purchase of an offered
certificate.

          The Exemption also requires that the trust meet the following
requirements:

          o    the trust assets must consist solely of assets of the type that
               have been included in other investment pools;

          o    certificates evidencing interests in those other investment pools
               must have been rated in one of the four highest generic rating
               categories of Fitch, Moody's or S&P for at least one year prior
               to the Plan's acquisition of an offered certificate; and

          o    certificates evidencing interests in those other investment pools
               must have been purchased by investors other than Plans for at
               least one year prior to any Plan's acquisition of an offered
               certificate.


                                      S-189



          We believe that these requirements have been satisfied as of the date
of this prospectus supplement.

          If the general conditions of the Exemption are satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections
406(a) and 407(a) of ERISA, as well as the excise taxes imposed by sections
4975(a) and (b) of the Code by reason of sections 4975(c)(1)(A) through (D) of
the Code, in connection with--

          o    the direct or indirect sale, exchange or transfer of an offered
               certificate to a Plan upon initial issuance from us or an
               Exemption-Favored Party when we are, or a mortgage loan seller,
               the trustee, the fiscal agent, the master servicer, the special
               servicer, any party responsible for servicing the Westchester
               Loan Combination or any sub-servicer, any provider of credit
               support, Exemption-Favored Party or mortgagor is, a Party in
               Interest with respect to the investing Plan;

          o    the direct or indirect acquisition or disposition in the
               secondary market of an offered certificate by a Plan; and

          o    the continued holding of an offered certificate by a Plan.

          However, no exemption is provided from the restrictions of Sections
406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an
offered certificate on behalf of a Plan sponsored by any member of the
Restricted Group, by any person who has discretionary authority or renders
investment advice with respect to the assets of that Plan.

          Moreover, if the general conditions of the Exemption, as well as other
conditions set forth in the Exemption, are satisfied, the Exemption may also
provide an exemption from the restrictions imposed by Sections 406(b)(1) and
(b)(2) of ERISA and the taxes imposed by sections 4975(a) and (b) of the Code by
reason of section 4975(c)(1)(E) of the Code in connection with:

          o    the direct or indirect sale, exchange or transfer of offered
               certificates in the initial issuance of those certificates
               between us or an Exemption-Favored Party and a Plan when the
               person who has discretionary authority or renders investment
               advice with respect to the investment of the assets of the Plan
               in those certificates is a borrower, or an affiliate of a
               borrower, with respect to 5.0% or less of the fair market value
               of the mortgage loans;

          o    the direct or indirect acquisition or disposition in the
               secondary market of such offered certificates by a Plan; and

          o    the continued holding of such offered certificates by a Plan.

          Further, if the general conditions of the Exemption, as well as other
conditions set forth in the Exemption, are satisfied, the Exemption may provide
an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a)
of ERISA, and the taxes imposed by sections 4975(a) and (b) of the Code by
reason of section 4975(c) of the Code, for transactions in connection with the
servicing, management and operation of the trust assets.

          Lastly, if the general conditions of the Exemption are satisfied, the
Exemption also may provide an exemption from the restrictions imposed by
Sections 406(a) and 407(a) of ERISA, and the taxes imposed by section 4975(a)
and (b) of the Code by reason of sections 4975(c)(1)(A) through (D) of the Code,
if the restrictions or taxes are deemed to otherwise apply merely because a
person is deemed to be a Party in Interest with respect to an investing Plan by
virtue of--

          o    providing services to the Plan, or

          o    having a specified relationship to this person,

solely as a result of the Plan's ownership of offered certificates.


                                      S-190



          Before purchasing an offered certificate, a fiduciary of a Plan should
itself confirm that the general and other conditions set forth in the Exemption
and the other requirements set forth in the Exemption would be satisfied at the
time of the purchase.

          In addition to determining the availability of the exemptive relief
provided in the Exemption, a fiduciary of a Plan considering an investment in
the offered certificates should consider the availability of any other
prohibited transaction class exemptions. See "ERISA Considerations" in the
accompanying prospectus. There can be no assurance that any exemption described
in the accompanying prospectus will apply with respect to any particular
investment by a Plan in the offered certificates or, even if it were deemed to
apply, that it would apply to all prohibited transactions that may occur in
connection with the investment. A purchaser of offered certificates should be
aware, however, that even if the conditions specified in one or more class
exemptions are satisfied, the scope of relief provided by a class exemption may
not cover all acts which might be construed as prohibited transactions.

          Certain employee benefit plans, such as governmental plans (as defined
in Section 3(32) of ERISA) and, if no election has been made under section
410(d) of the Code, church plans (as defined in Section 3(33) of ERISA), are not
subject to Title I of ERISA or section 4975 of the Code. However, governmental
and church plans may be subject to a federal, state or local law which is, to a
material extent, similar to the above-mentioned provisions of ERISA and the
Code. A fiduciary of a governmental plan should make its own determination as to
the need for and the availability of any exemptive relief under any similar law.

          Any fiduciary of a Plan considering whether to purchase an offered
certificate on behalf of that Plan should consult with its counsel regarding the
applicability of the fiduciary responsibility and prohibited transaction
provisions of ERISA and the Code to the investment. Such fiduciary must also
determine on its own whether an offered certificate is an appropriate investment
for a Plan under ERISA and the Code with regard to ERISA's general fiduciary
requirements, including investment prudence and diversification and the
exclusive benefit rule.

          The sale of offered certificates to a Plan is in no way a
representation or warranty by us or the underwriters that the investment meets
all relevant legal requirements with respect to investments by Plans generally
or by any particular Plan, or that the investment is appropriate for Plans
generally or for any particular Plan.

                                LEGAL INVESTMENT

          The offered certificates will not constitute mortgage related
securities for purposes of the Secondary Mortgage Market Enhancement Act of
1984. As a result, the appropriate characterization of the offered certificates
under various legal investment restrictions, and therefore the ability of
investors subject to these restrictions to purchase those certificates, is
subject to significant interpretive uncertainties.

          Neither we nor the underwriters make any representation as to the
proper characterization of the offered certificates for legal investment,
financial institution regulatory, or other purposes, or as to the ability of
particular investors to purchase the offered certificates under applicable legal
investment or other restrictions. All institutions whose investment activities
are subject to legal investment laws and regulations, regulatory capital
requirements or review by regulatory authorities should consult with their own
legal advisors in determining whether and to what extent the offered
certificates--

          o    are legal investments for them; or

          o    are subject to investment, capital or other restrictions.


                                      S-191



          See "Legal Investment" in the accompanying prospectus.

                             METHOD OF DISTRIBUTION

          Subject to the terms and conditions set forth in the underwriting
agreement between us as seller, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets, Inc. and Wachovia Capital Markets, LLC, as
underwriters, we have agreed to sell to each of the underwriters and each of the
underwriters has agreed to purchase from us, severally but not jointly, the
respective principal balances, or notional amounts, as applicable, of each class
of the offered certificates as set forth below subject in each case to a
variance of 5%:

<TABLE>

             MERRILL LYNCH,
                 PIERCE,       COUNTRYWIDE   IXIS SECURITIES
             FENNER & SMITH     SECURITIES    NORTH AMERICA     PNC CAPITAL    WACHOVIA CAPITAL
  CLASS       INCORPORATED     CORPORATION         INC.        MARKETS, INC.     MARKETS, LLC
----------   --------------   ------------   ---------------   -------------   ----------------

Class A-1    $   64,179,723   $ 15,520,277          --              --                 --
Class A-2    $  429,851,142   $103,948,858          --              --                 --
Class A-3A   $  127,151,546   $ 30,748,454          --              --                 --
Class A-3B   $   40,263,314   $  9,736,686          --              --                 --
Class A-SB   $   86,968,759   $ 21,031,241          --              --                 --
Class A-4    $  410,142,250   $ 99,182,750          --              --            $1,000,000
Class AM     $  165,623,143   $ 40,051,857          --              --                 --
Class AJ     $  111,795,118   $ 27,034,882          --              --                 --
Class B      $   35,194,968   $  8,511,032          --              --                 --
Class C      $   14,492,377   $  3,504,623          --              --                 --
Class D      $   31,054,289   $  7,509,711          --              --                 --
Class XP     $1,617,581,869   $391,172,131          --              --                 --
</TABLE>

          Merrill Lynch, Pierce, Fenner & Smith Incorporated and Countrywide
Securities Corporation are acting as co-lead managers and co-bookrunning
managers for this offering. IXIS Securities North America Inc., PNC Capital
Markets, Inc. and Wachovia Capital Markets, LLC will act as co-managers for this
offering. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Countrywide
Securities Corporation are acting as joint-bookrunning managers in the following
manner: Countrywide Securities Corporation is acting as sole bookrunning manager
with respect to 20.0% of the class A-3B certificates, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated is acting as sole bookrunning manager with respect
to the remainder of the class A-3B certificates and all other classes of offered
certificates.

          Proceeds to us from the sale of the offered certificates, before
deducting expenses payable by us, will be approximately $1,914,798,583, before
adjusting for accrued interest.

          Distribution of the offered certificates will be made by the
underwriters from time to time in negotiated transactions or otherwise at
varying prices to be determined at the time of sale. Sales of the offered
certificates may also occur on and after the date of initial issuance of the
offered certificates, as agreed upon in negotiated transactions with various
purchasers. The underwriters may effect such transactions by selling the offered
certificates to or through dealers, and such dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the
underwriters. In connection with the purchase and sale of the offered
certificates, the underwriters may be deemed to have received compensation from
us in the form of underwriting discounts.


                                      S-192



          Purchasers of the offered certificates, including dealers, may,
depending on the facts and circumstances of such purchases, be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, in
connection with reoffers and resales by them of offered certificates. Any profit
on the resale of the offered certificates purchased by them may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933, as
amended. Certificateholders should consult with their legal advisors in this
regard prior to any such reoffer or sale.

          We also have been advised by the underwriters that one or more of
them, through one or more of their respective affiliates, currently intends to
make a market in the offered certificates; however, none of the underwriters has
any obligation to do so, any market making may be discontinued at any time and
there can be no assurance that an active secondary market for the offered
certificates will develop. See "Risk Factors--Risks Related to the Offered
Certificates--The Offered Certificates Will Have Limited Liquidity and May
Experience Fluctuations in Market Value Unrelated to the Performance of the
Mortgage Loans" in this prospectus supplement and "Risk Factors--Lack of
Liquidity Will Impair Your Ability to Sell Your Offered Certificates and May
Have an Adverse Effect on the Market Value of Your Offered Certificates" in the
accompanying prospectus.

          We have agreed to indemnify the underwriters and each person, if any,
who controls any underwriter within the meaning of the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, against, or to
make contributions to the underwriters and each such controlling person with
respect to, certain liabilities, including liabilities under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

          Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the
underwriters, is our affiliate and an affiliate of Merrill Lynch Mortgage
Lending, Inc., which is one of the mortgage loan sellers. Countrywide Securities
Corporation, one of the underwriters, is an affiliate of Countrywide Commercial
Real Estate Finance, Inc., which is one of the mortgage loan sellers. PNC
Capital Markets, Inc., one of the underwriters, is an affiliate of PNC Bank,
National Association, which is one of the mortgage loan sellers and Midland Loan
Services, Inc., the initial master servicer. IXIS Securities North America Inc.,
one of the underwriters, is an affiliate of IXIS Real Estate Capital Inc., which
is one of the mortgage loan sellers.

                                  LEGAL MATTERS

          Particular legal matters relating to the certificates will be passed
upon for us by Sidley Austin Brown & Wood LLP, New York, New York and for the
underwriters by Latham & Watkins LLP, New York, New York.


                                     S-193



                                     RATINGS

          It is a condition to their issuance that the respective classes of
offered certificates be rated as follows:

   CLASS       DBRS    FITCH   MOODY'S
----------   -------   -----   -------
Class A-1      AAA      AAA      Aaa
Class A-2      AAA      AAA      Aaa
Class A-3A     AAA      AAA      Aaa
Class A-3B     AAA      AAA      Aaa
Class A-SB     AAA      AAA      Aaa
Class A-4      AAA      AAA      Aaa
Class AM       AAA      AAA      Aaa
Class AJ       AAA      AAA      Aaa
Class B        AA       AA       Aa2
Class C      AA(low)    AA-      Aa3
Class D         A        A       A2
Class XP       AAA      AAA      Aaa

          The ratings on the offered certificates address the likelihood of the
timely receipt by their holders of all payments of interest to which they are
entitled on each distribution date and the ultimate receipt by their holders of
all payments of principal to which they are entitled on or before the rated
final distribution date. The ratings take into consideration the credit quality
of the mortgage pool, structural and legal aspects associated with the offered
certificates, and the extent to which the payment stream from the mortgage pool
is adequate to make payments of interest and/or principal required under the
offered certificates.

          The ratings on the respective classes of offered certificates do not
represent any assessment of--

          o    the tax attributes of the offered certificates or of the trust;

          o    whether or to what extent prepayments of principal may be
               received on the mortgage loans;

          o    the likelihood or frequency of prepayments of principal on the
               mortgage loans;

          o    the degree to which the amount or frequency of prepayments of
               principal on the mortgage loans might differ from those
               originally anticipated;

          o    whether or to what extent the interest payable on any class of
               offered certificates may be reduced in connection with Net
               Aggregate Prepayment Interest Shortfalls; and

          o    whether and to what extent prepayment premiums, yield maintenance
               charges, Penalty Interest or Additional Interest will be
               received.

          Also, a security rating does not represent any assessment of the yield
to maturity that investors may experience.

          Further, in the case of the class XP certificates, a security rating
does not represent any assessment of the possibility that the holders of those
certificates might not fully recover their investment in the event of rapid
prepayments and/or other early liquidations of the mortgage loans.

          In general, ratings address credit risk and not prepayment risk. As
described in this prospectus supplement, the amounts payable with respect to the
class XP certificates consist primarily of interest. Even if the


                                     S-194



entire mortgage pool were to prepay in the initial month, with the result that
the holders of the class XP certificates receive only a single month's interest
payment and, accordingly, suffer a nearly complete loss of their investment, all
amounts due to those certificateholders will nevertheless have been paid. This
result would be consistent with the ratings received on the class XP
certificates. The ratings of the class XP certificates do not address the timing
or magnitude of reduction of the notional amounts of those certificates, but
only the obligation to pay interest timely on those notional amounts as so
reduced from time to time.

          There can be no assurance as to whether any rating agency not
requested to rate the offered certificates will nonetheless issue a rating to
any class of offered certificates and, if so, what the rating would be. A rating
assigned to any class of offered certificates by a rating agency that has not
been requested by us to do so may be lower than the rating assigned thereto by
DBRS, Fitch or Moody's.

          The ratings on the offered certificates should be evaluated
independently from similar ratings on other types of securities. A security
rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating. See "Rating" in the accompanying prospectus.


                                     S-195



                                    GLOSSARY

          The following capitalized terms will have the respective meanings
assigned to them in this glossary whenever they are used in this prospectus
supplement, including in any of the annexes to this prospectus supplement.

          "30/360 BASIS" means the accrual of interest calculated on the basis
of a 360-day year consisting of twelve 30-day months.

          "ACCEPTABLE INSURANCE DEFAULT" means, with respect to any mortgage
loan serviced under the pooling and servicing agreement, any default under the
related 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 real property and (ii) the related mortgagor's failure
to obtain insurance that specifically covers acts of terrorism, but only if the
special servicer has determined, in its reasonable judgment, exercised in
accordance with the Servicing Standard, that (a) such insurance is not available
at commercially reasonable rates and the relevant 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. In
making such determination, the special servicer will be entitled to rely on the
opinion of an insurance consultant at the expense of the trust.

          "ACTUAL/360 BASIS" means 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.

          "ADDITIONAL INTEREST" means, with respect to any ARD Loan in the trust
fund, the additional interest accrued with respect to that mortgage loan as a
result of the marginal increase in the related mortgage interest rate upon
passage of the related anticipated repayment date, as that additional interest
may compound in accordance with the terms of that mortgage loan.

          "ADDITIONAL TRUST FUND EXPENSE" means any of certain specified
expenses of the trust that, in each case, generally:

          o    arises out of a default on a mortgage loan or in respect of a
               mortgage loan as to which a default is imminent or arises out of
               an otherwise unanticipated event; and

          o    is not covered by a servicing advance or a corresponding
               collection from the related borrower.

Examples of some Additional Trust Fund Expenses are set forth under "Description
of the Offered Certificates--Reductions to Certificate Principal Balances in
Connection with Realized Losses and Additional Trust Fund Expenses" in this
prospectus supplement.

          "ADVANCE" means a P&I advance or a servicing advance made, or that may
be made, under the pooling and servicing agreement.

          "APPRAISAL REDUCTION AMOUNT" means, for any mortgage loan (other than
the Westchester Trust Mortgage Loan) as to which an Appraisal Trigger Event has
occurred, an amount that will equal the excess, if any, of "x" over "y" where--

          1.   "x" is an amount, as calculated by the special servicer, in
               consultation with the controlling class representative, as of the
               determination date immediately succeeding the date on which the
               special servicer obtains knowledge of the occurrence of the
               relevant Appraisal Trigger Event, if no new appraisal (or letter
               update or internal valuation) is required, or otherwise the date
               on which the


                                     S-196



               appraisal (or letter update or internal valuation, if applicable)
               is obtained, and each anniversary of such determination date
               thereafter so long as appraisals are required to be obtained in
               connection with the subject mortgage loan, equal to the sum
               (without duplication) of:

               (a)  the Stated Principal Balance of the subject mortgage loan;

               (b)  to the extent not previously advanced by or on behalf of the
                    master servicer, the special servicer, the trustee or the
                    fiscal agent, all unpaid interest accrued on the subject
                    mortgage loan through the most recent due date prior to the
                    date of determination at the related Net Mortgage Rate
                    (exclusive of any portion thereof that constitutes
                    Additional Interest);

               (c)  all accrued but unpaid (from related collections) master
                    servicing fees and special servicing fees with respect to
                    the subject mortgage loan and, without duplication, all
                    accrued or otherwise incurred but unpaid (from related
                    collections) Additional Trust Fund Expenses with respect to
                    the subject mortgage loan;

               (d)  all related unreimbursed Advances made by or on behalf of
                    the master servicer, the trustee or the fiscal agent with
                    respect to the subject mortgage loan, together with (i)
                    interest on those Advances and (ii) any related Unliquidated
                    Advances; and

               (e)  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 real property; and

          2.   "y" is equal to the sum of (x) 90% of an amount equal to (i) the
               resulting appraised or estimated value of the related mortgaged
               real property or REO Property, which value may be subject to
               reduction by the special servicer based on its review of the
               related appraisal and other relevant information (without
               implying any duty to do so), reduced, to not less than zero, by
               (ii) the amount of any obligations secured by liens on the
               property that are prior to the lien of the subject mortgage loan
               and estimated liquidation expenses, and (y) all escrows, reserves
               and letters of credit held as additional collateral with respect
               to the subject mortgage loan.

          If, however, any required appraisal, letter update or internal
valuation is not obtained or performed within 60 days of the relevant Appraisal
Trigger Event, then until the required appraisal or other valuation is obtained
or performed, the Appraisal Reduction Amount for the subject mortgage loan will
equal 25% of the Stated Principal Balance of that mortgage loan.

          In the case of the Westchester Trust Mortgage Loan, any Appraisal
Reduction Amount will be calculated with respect to the Westchester Loan
Combination under the MLMT Series 2005-MCP1 pooling and servicing agreement in a
manner similar but not identical to that described above as if it were a single
loan, and then will be allocated to the Westchester Subordinate Non-Trust Loans,
in each case up to the outstanding principal balance of the subject loan, and
then will be allocated among the Westchester Trust Mortgage Loan and the
Westchester Pari Passu Non-Trust Loan on a pari passu basis.

          "APPRAISAL TRIGGER EVENT" means, with respect to any mortgage loan in
the trust (other than the Westchester Trust Mortgage Loan), any of the following
events:

          o    the mortgage loan has been modified by the special servicer in a
               manner that affects the amount or timing of any monthly debt
               service payment due on it, other than a balloon payment (except,
               or in addition to, bringing monthly debt service payments current
               and extending the maturity date for less than six months);


                                     S-197



          o    the related borrower fails to make any monthly debt service
               payment with respect to the mortgage loan and the failure
               continues for 60 days;

          o    60 days following the receipt by the special servicer of notice
               that a receiver has been appointed and continues in that capacity
               with respect to the mortgaged real property securing the mortgage
               loan;

          o    60 days following the receipt by the special servicer of notice
               that the related borrower has become the subject of a bankruptcy
               proceeding;

          o    the mortgaged real property securing the mortgage loan becomes an
               REO Property; or

          o    any balloon payment on the mortgage loan has not been paid by the
               day following its scheduled maturity date, unless the master
               servicer has, on or prior to the due date of that balloon
               payment, received written evidence from an institutional lender
               of such lender's binding commitment to refinance the mortgage
               loan, then for such longer period after the due date of such
               balloon payment ending on the earlier of (i) 60 days after the
               related scheduled maturity date and (ii) the expiration of the
               refinancing commitment.

          The equivalents of Appraisal Trigger Events with respect to the
Westchester Trust Mortgage Loan are set forth in the MLMT Series 2005-MCP1
pooling and servicing agreement and include events that are generally similar
but not identical to those specified above as well as events that differ from
those specified above. See "Description of the Mortgage Pool--Westchester Loan
Combination" in this prospectus supplement.

          "ARD LOAN" means any mortgage loan in, or to be included in, the trust
fund, that has the characteristics described in the first paragraph under
"Description of the Mortgage Pool--Terms and Conditions of the Mortgage
Loans--ARD Loans" in this prospectus supplement.

          "AVAILABLE DISTRIBUTION AMOUNT" means, with respect to any
distribution date:

          (a)  an amount equal to the sum, without duplication, of the following
               amounts:

               (i)  the aggregate of all amounts on deposit in the master
                    servicer's collection account and the trustee's 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 (including the amounts remitted by the
                    MLMT Series 2005-MCP1 master servicer with respect to the
                    Westchester Trust Mortgage Loan);

               (ii) the aggregate amount of all P&I advances made by the master
                    servicer, the trustee or the fiscal agent for distribution
                    on the certificates on that distribution date;

               (iii) the aggregate amount transferred from the special
                    servicer's REO account to the master servicer's collection
                    account during the month of that distribution date, on or
                    prior to the date on which P&I advances are required to be
                    made in that month;

               (iv) the aggregate amount deposited by the master servicer in its
                    collection account for that distribution date in connection
                    with Prepayment Interest Shortfalls and any shortfalls in
                    interest caused by the application of a condemnation award
                    or casualty insurance proceeds to prepay a mortgage loan;
                    and

               (v)  for each distribution date occurring in March, the aggregate
                    of all interest reserve amounts in respect of each mortgage
                    loan that accrues interest on an Actual/360 Basis deposited
                    in the trustee's distribution account;


                                     S-198



          exclusive of

          (b)  any portion of the amounts described in clause (a) above that
               represents one or more of the following:

               (i)  any monthly debt service payments collected but due on a due
                    date after the end of the related collection period;

               (ii) all amounts in the master servicer's collection account or
                    the trustee's distribution account that are payable or
                    reimbursable to any person other than the certificateholders
                    from:

                    (A)  the master servicer's collection account, including,
                         but not limited to, servicing compensation, as
                         described under "Servicing of the Mortgage
                         Loans--Collection Account--Withdrawals" in this
                         prospectus supplement; and

                    (B)  the trustee's distribution account, including, but not
                         limited to, trustee fees, as described under
                         "Description of the Offered Certificates--Distribution
                         Account--Withdrawals" in this prospectus supplement;

               (iii) any prepayment premiums and yield maintenance charges;

               (iv) any Additional Interest on the ARD Loans (which is
                    separately distributed to the holders of the class Z
                    certificates);

               (v)  if such distribution date occurs during February of any year
                    or during January of any year that is not a leap year, the
                    interest reserve amounts in respect of each mortgage loan
                    that accrues interest on an Actual/360 Basis to be deposited
                    in the trustee's interest reserve account and held for
                    future distribution; and

               (vi) any amounts deposited in the master servicer's collection
                    account or the trustee's distribution account in error.

          In no event will the Available Distribution Amount include amounts
payable to the holders of the Non-Trust Loans.

          "CLASS A-SB PLANNED PRINCIPAL BALANCE" means, with respect to the
class A-SB certificates for any distribution date, the principal balance
specified for that distribution date on Annex F to this prospectus supplement.
The principal balances set forth on Annex F to this prospectus supplement were
calculated using, among other things, the Modeling Assumptions and a 0% CPR.
Based on the Modeling Assumptions and a 0% CPR, the total principal balance of
the class A-SB certificates on each distribution date would be reduced to
approximately the scheduled principal balance indicated for that distribution
date on Annex F to this prospectus supplement. There is no assurance, however,
that the mortgage loans will perform in conformity with the Modeling
Assumptions. Therefore, there can be no assurance that the total principal
balance of the class A-SB certificates on any distribution date will be equal to
(and, furthermore, following retirement of the class A-1, A-2, A-3A and A-3B
certificates, that total principal balance may be less than) the principal
balance that is specified for that distribution date on Annex F to this
prospectus supplement.

          "CLOSING DATE" means the date of the initial issuance of the offered
certificates, which will be on or about August 24, 2005.

          "CMSA" means the Commercial Mortgage Securities Association, an
international trade organization for the commercial real estate capital markets.

          "CODE" means the Internal Revenue Code of 1986, as amended.


                                     S-199



          "CPR" means an assumed constant rate of prepayment each month, which
is expressed on a per annum basis, relative to the then outstanding principal
balance of a pool of mortgage loans for the life of those loans.

          "CROSSED LOAN" means a mortgage loan in the trust fund that is
cross-collateralized and cross-defaulted with one or more other mortgage loans
in the trust fund.

          "CROSSED GROUP" means a group of related Crossed Loans.

          "DBRS" means Dominion Bond Rating Service, Inc.

          "DTC" means The Depository Trust Company.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

          "EXEMPTION" means, collectively, Prohibited Transaction Exemptions
90-29 and 2000-55, each as amended by Prohibited Transaction Exemptions 97-34,
2000-58 and 2002-41 (in each case, if issued after the subject Exemption was
granted), and as may be amended from time to time, or any successor thereto, all
as issued by the U.S. Department of Labor.

          "EXEMPTION-FAVORED PARTY" means any of--

          o    Merrill Lynch, Pierce, Fenner & Smith Incorporated;

          o    Countrywide Securities Corporation;

          o    any person directly or indirectly, through one or more
               intermediaries, controlling, controlled by or under common
               control with any entity referred to in the prior two bullets; and

          o    any member of the underwriting syndicate or selling group of
               which a person described in the prior three bullets is a manager
               or co-manager with respect to those mortgage pass-through
               certificates.

          "FITCH" means Fitch, Inc.

          "IRS" means the Internal Revenue Service.

          "MODELING ASSUMPTIONS" means, collectively, the following assumptions
regarding the certificates and the mortgage loans in, or to be included in, the
trust fund:

          o    the mortgage loans have the characteristics set forth on Annex
               A-1, and the initial mortgage pool balance is approximately
               $2,056,750,308;

          o    the initial total principal balance or notional amount, as the
               case may be, of each class of certificates is as described in
               this prospectus supplement;

          o    the pass-through rate for each class of certificates is as
               described in this prospectus supplement;

          o    there are no delinquencies or losses with respect to the mortgage
               loans;

          o    there are no modifications, extensions, waivers or amendments
               affecting the monthly debt service payments by borrowers on the
               mortgage loans;

          o    there are no Appraisal Reduction Amounts with respect to the
               mortgage loans;

          o    there are no casualties or condemnations affecting the
               corresponding mortgaged real properties;


                                     S-200



          o    each of the mortgage loans provides monthly debt service payments
               to be due on the first day of each month, and accrues interest on
               the basis described in this prospectus supplement, which is
               either an Actual/360 Basis or a 30/360 Basis;

          o    all prepayments on the mortgage loans are assumed to be
               accompanied by a full month's interest;

          o    there are no breaches of our representations and warranties
               regarding the mortgage loans;

          o    no voluntary or involuntary prepayments are received as to any
               mortgage loan during that mortgage loan's lockout period, yield
               maintenance period or defeasance period, in each case if any;

          o    each ARD Loan is paid in full on its anticipated repayment date;

          o    except as otherwise assumed in the immediately preceding two
               bullets, prepayments are made on each of the mortgage loans at
               the indicated CPRs set forth in the subject tables, without
               regard to any limitations in those mortgage loans on partial
               voluntary principal prepayments;

          o    no person or entity entitled thereto exercises its right of
               optional termination described in this prospectus supplement
               under "Description of the Offered Certificates--Termination";

          o    no mortgage loan is required to be repurchased by any mortgage
               loan seller;

          o    no prepayment premiums or yield maintenance charges are
               collected;

          o    there are no Additional Trust Fund Expenses;

          o    payments on the offered certificates are made on the 12th day of
               each month, commencing in September 2005; and

          o    the offered certificates are settled on August 24, 2005.

          "MOODY'S" means Moody's Investors Service, Inc.

          "NET AGGREGATE PREPAYMENT INTEREST SHORTFALL" means, with respect to
any distribution date, the excess, if any, of--

          o    the Prepayment Interest Shortfalls incurred with respect to the
               mortgage pool during the related collection period, over

          o    the total payments made by the master servicer to cover those
               Prepayment Interest Shortfalls.

          "NET MORTGAGE RATE" means with respect to any mortgage loan, in
general, a per annum rate equal to the related mortgage interest rate in effect
from time to time, minus the sum of the applicable master servicing fee rate
under the pooling and servicing agreement (which includes the rate at which any
primary servicing fees accrue) and the per annum rate at which the monthly
trustee fee is calculated and, in the case of the Westchester Trust Mortgage
Loan, the per annum rate at which the related servicing fee under the MLMT
Series 2005-MCP1 pooling and servicing agreement is calculated; provided,
however, that, for purposes of calculating the Weighted Average Net Mortgage
Rate and the pass-through rate for each of the non-fixed rate interest-bearing
classes of certificates, namely the class A-3A, A-3B, A-SB, A-4, AM, AJ, B, C,
D, E, F, G, H, J, K, L, M, N, P, Q, XP and XC certificates, from time to time--

          o    the Net Mortgage Rate for the subject mortgage loan will be
               calculated without regard to any modification, waiver or
               amendment of the terms of such mortgage loan, or any other change
               in the related mortgage interest rate, subsequent to the date of
               issuance of the certificates, and


                                     S-201



          o    if any mortgage loan does not accrue interest on the basis of a
               360-day year consisting of twelve 30-day months, which is the
               basis on which interest accrues in respect of those non-fixed
               rate interest-bearing classes of certificates, then the Net
               Mortgage Rate of such mortgage loan for any one-month period
               preceding a related due date will be the annualized rate at which
               interest would have to accrue in respect of such loan on the
               basis of a 360-day year consisting of twelve 30-day months in
               order to produce, in general, the aggregate amount of interest
               actually accrued in respect of such loan during such one-month
               period at the related mortgage interest rate (net of the
               aggregate per annum rate at which the related master servicing
               fee and the trustee fee are calculated under the pooling and
               servicing agreement and, in the case of the Westchester Trust
               Mortgage Loan, the per annum rate at which the related servicing
               fee under the MLMT Series 2005-MCP1 pooling and servicing
               agreement is calculated), except that, with respect to any such
               mortgage loan, the Net Mortgage Rate for the one month period (a)
               prior to the respective due dates in January and February in any
               year which is not a leap year or in February in any year which is
               a leap year will be determined so as to produce an aggregate
               amount of interest that excludes any related interest reserve
               amount transferred to the trustee's interest reserve account in
               respect of that one-month period and (b) prior to the due date in
               March will be determined so as to produce an aggregate amount of
               interest that includes the related interest reserve amount(s)
               retained in the trustee's interest reserve account for the
               respective one month periods prior to the due dates in January
               and February in any year which is not a leap year or the
               one-month period prior to the due date in February in any year
               which is a leap year.

          As of the cut-off date (without regard to the adjustment described in
the proviso to the prior sentence), the Net Mortgage Rates for the mortgage
loans ranged from 4.6159% per annum to 7.3689%, with a weighted average of those
Net Mortgage Rates of 5.2099% per annum. See "Servicing of the Mortgage
Loans--Servicing and Other Compensation and Payment of Expenses" in this
prospectus supplement.

          "NONRECOVERABLE ADVANCE" means any Advance previously made or proposed
to be made, or any Workout-Delayed Reimbursement Amount previously made, with
respect to any mortgage loan or REO Property that is determined, in accordance
with the pooling and servicing agreement, not to be ultimately recoverable,
together with interest accrued on that Advance, from payments or other
collections on or with respect to that mortgage loan or REO Property.

          "P&I" means principal and/or interest payments, excluding balloon
payments, required to be paid in respect of a mortgage loan in accordance with
the schedule for repayment provided for by that mortgage loan.

          "PARTY IN INTEREST" means any person that is a "party in interest"
within the meaning of Section 3(14) of ERISA or a "disqualified person" within
the meaning of section 4975(e)(2) of the Code.

          "PENALTY INTEREST" means any interest, other than late payment
charges, Additional Interest, prepayment premiums or yield maintenance charges,
that--

          o    accrues on a defaulted mortgage loan solely by reason of the
               subject default; and

          o    is in excess of all interest at the related mortgage interest
               rate.

          "PERMITTED ENCUMBRANCES" means, with respect to any mortgaged real
property securing a mortgage loan, any and all of the following in, or to be
included in, the trust fund:

          o    the lien of current real property taxes, ground rents, water
               charges, sewer rents and assessments not yet delinquent or
               accruing interest or penalties;


                                     S-202



          o    covenants, conditions and restrictions, rights of way, easements
               and other matters that are of public record and/or are referred
               to in the related lender's title insurance policy or, if that
               policy has not yet been issued, referred to in a pro forma title
               policy or a marked-up commitment binding upon the title insurer;

          o    exceptions and exclusions specifically referred to in the related
               lender's title insurance policy or, if that policy has not yet
               been issued, referred to in a pro forma title policy or marked-up
               commitment binding upon the title insurer;

          o    other matters to which like properties are commonly subject;

          o    the rights of tenants, as tenants only, under leases and
               subleases, pertaining to the related mortgaged real property;

          o    if the related mortgage loan is cross-collateralized with any
               other mortgage loan within the mortgage pool, the lien of the
               mortgage for the other mortgage loan(s) contained in the same
               group of cross-collateralized loans; and

          o    if the related mortgaged real property consists of one or more
               units in a condominium, the related condominium declaration,

none of which, as represented by the related mortgage loan seller in the related
mortgage loan purchase agreement (subject to any exceptions set forth in that
agreement), materially interferes with the security intended to be provided by
the related mortgage, the current principal use of the property or the current
ability of the property to generate income sufficient to service the related
mortgage loan.

          "PERMITTED INVESTMENTS" means U.S. government securities and other
investment grade obligations specified in the pooling and servicing agreement.

          "PLAN" means any employee benefit plan, or other retirement plan,
arrangement or account, that is subject to the fiduciary responsibility
provisions of ERISA or section 4975 of the Code.

          "PREPAYMENT INTEREST EXCESS" means, with respect to any full or
partial prepayment of a mortgage loan made by the related borrower during any
collection period after the due date for that loan, the amount of any interest
collected on that prepayment for the period following that due date, less the
amount of related master servicing fees payable from that interest collection,
and exclusive of any Penalty Interest and/or Additional Interest included in
that interest collection.

          "PREPAYMENT INTEREST SHORTFALL" means, with respect to any full or
partial prepayment of a mortgage loan voluntarily made by the related borrower
during any collection period prior to the due date for that loan, the amount of
any uncollected interest, without regard to any prepayment premium or yield
maintenance charge actually collected, that would have accrued on that
prepayment to, but not including, that due date at a rate per annum equal to the
sum of the related Net Mortgage Rate for such mortgage loan and the trustee fee
rate (net of any Penalty Interest and Additional Interest, if applicable).

          "PRIMARY COLLATERAL" means the mortgaged real property directly
securing a Crossed Loan and excluding any property as to which the related lien
may only be foreclosed upon by exercise of cross-collateralization of that
Crossed Loan with other related Crossed Loans.


                                     S-203



          "PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to each
distribution date, the aggregate of the following (without duplication):

          (a)  the aggregate of the principal portions of all monthly debt
               service payments (other than balloon payments) due or deemed due
               on or in respect of the mortgage loans (including mortgage loans
               as to which the related mortgaged real properties have become REO
               Properties) for their respective due dates occurring during the
               related collection period, to the extent paid by the related
               borrower during or prior to, or otherwise received during, the
               related collection period or advanced (including with respect to
               the Westchester Trust Mortgage Loan) by the master servicer, the
               trustee or the fiscal agent, as applicable, for such distribution
               date;

          (b)  the aggregate of all principal prepayments received on the
               mortgage loans during the related collection period;

          (c)  with respect to any mortgage loan as to which the related stated
               maturity date occurred during or prior to the related collection
               period, any payment of principal (other than a principal
               prepayment) made by or on behalf of the related borrower 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 monthly debt service payment (other
               than a balloon payment) due or deemed due in respect of the
               related 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, sale proceeds, insurance proceeds, condemnation
               proceeds and, to the extent not otherwise included in clause (a),
               (b) or (c) above, payments and revenues that were received on or
               in respect of the mortgage loans and REO Properties during the
               related collection period and that were identified and applied by
               the master servicer and/or the special servicer as recoveries of
               principal of the mortgage loans, in each case net of any portion
               of such amounts that represents a recovery of the principal
               portion of any monthly debt service payment (other than a balloon
               payment) due or deemed due in respect of the related 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; and

          (e)  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
               principal balance certificates on such immediately preceding
               distribution date;

provided that the Principal Distribution Amount for any distribution date will
generally be reduced (to not less than zero) by any Workout-Delayed
Reimbursement Amounts in respect of any particular mortgage loan that are
reimbursed from principal collections on the mortgage pool during the related
collection period (although any of those amounts that were reimbursed from
principal collections and are subsequently collected on the related mortgage
loan will be added to the Principal Distribution Amount for the distribution
date following the collection period in which the subsequent collection occurs);
and

provided, further, that the Principal Distribution Amount for any distribution
date will generally be reduced (to not less than zero) by any Nonrecoverable
Advances in respect of any particular mortgage loan (and advance interest
thereon) that are reimbursed from principal collections on the mortgage pool
during related collection period (although any of those amounts that were
reimbursed from principal collections and are subsequently collected
(notwithstanding the nonrecoverability determination) on the related mortgage
loan will be added to the


                                     S-204



Principal Distribution Amount for the distribution date following the collection
period in which the subsequent collection occurs).

          The payment of Additional Trust Fund Expenses with respect to any
mortgage loan may result in a reduction of amounts allocable as principal of
that mortgage loan and, accordingly, a smaller Principal Distribution Amount.

          "REALIZED LOSSES" mean losses arising from the inability to collect
all amounts due and owing under any defaulted mortgage loan, including by reason
of the fraud or bankruptcy of the borrower, modifications, bankruptcy or a
casualty of any nature at the related mortgaged real property, to the extent not
covered by insurance. The Realized Loss in respect of a liquidated mortgage loan
(or related REO Property) is an amount generally equal to the excess, if any, of
(a) the outstanding principal balance of such mortgage loan as of the date of
liquidation, together with (i) all accrued and unpaid interest thereon to but
not including the due date in the collection period in which the liquidation
occurred (exclusive of any Penalty Interest, Additional Interest, prepayment
premiums or yield maintenance charges in respect of such mortgage loan) and (ii)
related servicing expenses and servicing advances (together with interest
accrued thereon), and related Unliquidated Advances in respect of servicing
advances, in any event not reimbursed from collections on the subject mortgage
loan (or related REO Property), and any related due and unpaid servicing
compensation (including principal recovery fees) and any other related unpaid
Additional Trust Fund Expenses, over (b) the aggregate amount of liquidation
proceeds, if any, recovered in connection with such liquidation (net of any
portion of such liquidation proceeds that is payable or reimbursable in respect
of the related liquidation and other servicing expenses. If any portion of the
debt due under a mortgage loan (other than Additional Interest and Penalty
Interest) is forgiven, whether in connection with a modification, waiver or
amendment granted or agreed to by the special servicer or in connection with a
bankruptcy or similar proceeding involving the related borrower, the amount so
forgiven also will be treated as a Realized Loss. Any reimbursement of Advances
determined to be nonrecoverable from collections on the related mortgage loan
(and interest on such Advances) that are made from collections of principal that
would otherwise be included in the Principal Distribution Amount, will be
Realized Losses.

          "REMIC" means a real estate mortgage investment conduit, within the
meaning of, and formed in accordance with, the Tax Reform Act of 1986 and
sections 860A through 860G of the Code.

          "REO PROPERTY" means any mortgaged real property that is acquired by
the trust through foreclosure, deed-in-lieu of foreclosure or otherwise
following a default on the corresponding mortgage loan.

          "RESTRICTED GROUP" means, collectively--

          1.   the trustee;

          2.   the Exemption-Favored Parties;

          3.   us;

          4.   the master servicer;

          5.   the special servicer;

          6.   any party responsible for servicing the Westchester Loan
               Combination;

          7.   any sub-servicers;

          8.   the mortgage loan sellers;

          9.   each borrower, if any, with respect to mortgage loans
               constituting more than 5.0% of the total unamortized principal
               balance of the mortgage pool as of the date of initial issuance
               of the offered certificates; and


                                     S-205



          10.  any and all affiliates of any of the aforementioned persons.

          "RESTRICTED SERVICER REPORTS" means collectively, to the extent not
filed with the Securities and Exchange Commission, the CMSA servicer watchlist,
the CMSA operating statement analysis report, the CMSA NOI adjustment worksheet,
the CMSA financial file, the CMSA comparative financial status report, the CMSA
loan level reserve/LOC report and the CMSA reconciliation of funds report.

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

          "SERVICING STANDARD" means, with respect to either the master servicer
or the special servicer, the obligation to service and administer the mortgage
loans for which that party is responsible under the pooling and servicing
agreement:

          o    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 that either are part of other
               third-party portfolios, giving due consideration to customary and
               usual standards of practice of prudent institutional commercial
               mortgage loan servicers servicing mortgage loans for third
               parties, or are held as part of its own portfolio, whichever
               standard is higher;

          o    with a view to (i) the timely recovery of all scheduled payments
               of principal and interest under the mortgage loans, (ii) in the
               case of the special servicer, if a mortgage loan comes into and
               continues in default, the maximization of the recovery on that
               mortgage loan to the certificateholders, all taken as a
               collective whole, on a net present value basis (the relevant
               discounting of the anticipated collections to be performed at the
               related mortgage interest rate) and (iii) the best interests (as
               determined by the master servicer or special servicer, as
               applicable, in its reasonable judgment) of the holders of the
               certificates and the trust fund; and

          o    without regard to--

               1.   any relationship that the master servicer or the special
                    servicer, as the case may be, or any of its affiliates may
                    have with any of the borrowers (or any affiliate thereof),
                    us, any mortgage loan seller or any other party to the
                    transaction;

               2.   the ownership of any certificate by the master servicer or
                    the special servicer, as the case may be, or by any of its
                    affiliates;

               3.   the obligation of the master servicer or the special
                    servicer, as the case may be, to make Advances;

               4.   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 the pooling and servicing
                    agreement;

               5.   the ownership, servicing or management by the master
                    servicer or the special servicer, as the case may be, or any
                    of its affiliates of any other loans or real properties not
                    included in or securing, as the case may be, the mortgage
                    pool;

               6.   any obligation of the master servicer or any of its
                    affiliates to repurchase or substitute a mortgage loan as a
                    mortgage loan seller;

               7.   any obligation of the master servicer or any of its
                    affiliates to cure a breach of representation and warranty
                    with respect to any mortgage loan; and

               8.   any debt the master servicer or the special servicer, as the
                    case may be, or any of its affiliates, has extended to any
                    of the borrowers or any affiliate thereof.


                                     S-206



          The servicing standard under the MLMT Series 2005-MCP1 pooling and
servicing agreement, the agreement under which the Westchester Trust Mortgage
Loan is being serviced, is generally similar but not identical to the foregoing.

          "SERVICING TRANSFER EVENT" means, with respect to any mortgage loan
serviced under the pooling and servicing agreement, any of the following events:

          1.   the related borrower fails to make when due any monthly debt
               service payment, including a balloon payment, and the failure
               continues unremedied--

               (a)  except in the case of a balloon payment, for 60 days; or

               (b)  solely in the case of a delinquent balloon payment, for one
                    day, unless the borrower delivers a refinancing commitment
                    prior to the related maturity date, then for such period,
                    beyond the related maturity date ending on the earlier of
                    (A) 60 days after the related maturity date and (B) the
                    expiration of the refinancing commitment;

          2.   the master servicer or, with the consent of the controlling class
               representative, the special servicer determines in its reasonable
               judgment (exercised in accordance with the Servicing Standard)
               that a default in the making of a monthly debt service payment,
               including a balloon payment, or a non-payment default (other than
               an Acceptable Insurance Default) that may materially impair the
               value of the corresponding mortgaged real property as security
               for the mortgage loan, is likely to occur and is likely to remain
               unremedied for at least 60 days;

          3.   the master servicer or, with the consent of the controlling class
               representative, the special servicer determines in its reasonable
               judgment (exercised in accordance with the Servicing Standard)
               that a non-payment default (other than an Acceptable Insurance
               Default) has occurred under the mortgage loan that may materially
               impair the value of the corresponding mortgaged real property as
               security for the mortgage loan and the default continues
               unremedied beyond the applicable cure period under the terms of
               the mortgage loan or, if no cure period is specified, for 60
               days, provided that a default that gives rise to an acceleration
               right without any cure period shall be deemed to have a cure
               period equal to zero;

          4.   various events of bankruptcy, insolvency, readjustment of debt,
               marshalling of assets and liabilities, or similar proceedings
               occur with respect to the related borrower or the corresponding
               mortgaged real property, or the related borrower takes various
               actions indicating its bankruptcy, insolvency or inability to pay
               its obligations; or

          5.   the master servicer receives notice of the commencement of
               foreclosure or similar proceedings with respect to the
               corresponding mortgaged real property.

          A Servicing Transfer Event will cease to exist, if and when:

          o    with respect to the circumstances described in clause 1. of this
               definition, the related borrower makes three consecutive full and
               timely monthly debt service payments under the terms of the
               mortgage loan, as those terms may be changed or modified in
               connection with a bankruptcy or similar proceeding involving the
               related borrower or by reason of a modification, waiver or
               amendment granted or agreed to by the master servicer or the
               special servicer;

          o    with respect to the circumstances described in clauses 2. and 4.
               of this definition, those 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 contemplated by clause 4.,
               no later than the entry of an order or decree dismissing the
               proceeding;


                                     S-207



          o    with respect to the circumstances described in clause 3. of this
               definition, the default is cured in the judgment of the special
               servicer; and

          o    with respect to the circumstances described in clause 5. of this
               definition, the proceedings are terminated;

so long as at that time no other circumstance identified in clauses 1. through
5. of this definition continues to exist.

          "STATED PRINCIPAL BALANCE" means, for each mortgage loan, an amount
that:

          o    will initially equal its cut-off date principal balance (or, in
               the case of a replacement mortgage loan, its substitution date
               balance); and

          o    will be permanently reduced on each distribution date, to not
               less than zero, by--

               1.   all payments and other collections of principal, if any,
                    with respect to that 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" in this
                    glossary;

               2.   any amount of reduction in the outstanding principal balance
                    of any mortgage loan resulting from a deficient valuation
                    that occurred during the related collection period; and

               3.   any other related Realized Losses incurred during the
                    related collection period that represents a loss of
                    principal with respect to that mortgage loan.

          With respect to each mortgage loan relating to, and deemed to remain
outstanding with respect to, an REO Property, the "Stated Principal Balance"
will be an amount equal to the Stated Principal Balance of that mortgage loan as
of the date of the acquisition of the related REO Property, permanently reduced
on each subsequent distribution date, to not less than zero, by:

          o    all amounts, if any, collected with respect to the related REO
               Property that are allocable as principal of the subject mortgage
               loan and 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" in
               this glossary; and

          o    any related Realized Loss incurred during the related collection
               period that represents a loss of principal with respect to the
               subject mortgage loan.

          "UNLIQUIDATED ADVANCE" means, with respect to any mortgage loan, any
Advance made by a party to the pooling and servicing agreement that:

          o    is not a Nonrecoverable Advance;

          o    has been reimbursed to the party that made the Advance as a
               Workout-Delayed Reimbursement Amount out of principal collections
               on other mortgage loans; and

          o    was originally made with respect to an item that has not been
               subsequently recovered out of collections on or proceeds of the
               subject mortgage loan or any related REO Property.

          "UNRESTRICTED SERVICER REPORTS" means collectively, the CMSA
delinquent loan status report, CMSA historical loan modification and corrected
mortgage loan report, CMSA historical liquidation report, CMSA REO


                                     S-208



status report, CMSA advance recovery report and, if and to the extent filed with
the Securities and Exchange Commission, such reports and files as would, but for
such filing, constitute Restricted Servicer Reports.

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

          "WEIGHTED AVERAGE NET MORTGAGE RATE" means, for any distribution date,
the weighted average of the applicable Net Mortgage Rates for all the mortgage
loans, weighted on the basis of their respective Stated Principal Balances
immediately following the preceding distribution date.

          "WESTCHESTER CONTROL EVENT CURE" means, the right of the holder of a
Westchester Subordinate Non-Trust Loan, as provided in the Westchester
Intercreditor Agreement, to reduce any Appraisal Reduction Amount allocated to
the Westchester Loan Combination, by posting cash or a letter of credit with the
result that the unpaid principal balance of the related Westchester Subordinate
Non-Trust Loan, net of the portion of any Appraisal Reduction Amount allocable
to that Westchester Subordinate Non-Trust Loan, is equal to or greater than 25%
of its initial principal balance.

          "WESTCHESTER CONTROLLING PARTY" means, with respect to the Westchester
Loan Combination, either--

          o    the holder of the most junior Westchester Subordinate Non-Trust
               Loan (if any) that has, but only if and for so long as it has, an
               unpaid principal balance, net of the portion of any Appraisal
               Reduction Amounts allocable to that Westchester Subordinate
               Non-Trust Loan, equal to or greater than 25% of its initial
               principal balance, taking into account any Westchester Control
               Event Cure that remains in effect; or

          o    the controlling class representative (as the designee of the
               trust as holder of the Westchester Trust Mortgage Loan), but only
               if and for so long as the unpaid principal balance of each
               Westchester Subordinate Non-Trust Loan, net of the sum of the
               portion of any Appraisal Reduction Amounts allocable to each
               Westchester Subordinate Non-Trust Loan, is less than 25% of its
               initial principal balance, taking into account any related
               Westchester Control Event Cure that had previously been effected.

          "WESTCHESTER CONTROLLING SUBORDINATE NOTEHOLDER" means, as of any date
of determination, the holder of the most junior Westchester Subordinate
Non-Trust Loan, if any, that is the Westchester Controlling Party.

          "WESTCHESTER INTERCREDITOR AGREEMENT" means the agreement executed
between the holders of the Westchester Trust Mortgage Loan, the Westchester Pari
Passu Non-Trust Loan and the Westchester Subordinate Non-Trust Loans, as
described under "Description of the Mortgage Pool--Westchester Loan Combination"
in this prospectus supplement.

          "WESTCHESTER LOAN COMBINATION" means, collectively, the Westchester
Trust Mortgage Loan, the Westchester Pari Passu Non-Trust Loan and the
Westchester Subordinate Non-Trust Loans.

          "WESTCHESTER MORTGAGED PROPERTY" means the mortgaged real property
identified on Annex A-1 to this prospectus supplement as The Westchester.

          "WESTCHESTER NON-TRUST LOAN" means the Westchester Pari Passu
Non-Trust Loan or a Westchester Subordinate Non-Trust Loan.

          "WESTCHESTER PARI PASSU NON-TRUST LOAN" means the loan that--

          o    is not a part of the trust fund;


                                     S-209



          o    has an unpaid principal balances of $200,000,000 as of the
               cut-off date;

          o    is secured by the same mortgage encumbering the Westchester
               Mortgaged Property as is the Westchester Trust Mortgage Loan; and

          o    is not referred to as a "mortgage loan" in this prospectus
               supplement unless the context clearly indicates otherwise.

          "WESTCHESTER TRUST MORTGAGE LOAN" means the mortgage loan in the trust
fund that has a cut-off date principal balance of $100,000,000, and is secured
by a mortgage encumbering the Westchester Mortgaged Property.

          "WESTCHESTER REO PROPERTY" means the Westchester Mortgaged Property if
it has become an REO Property.

          "WESTCHESTER SUBORDINATE NON-TRUST LOAN" means each of those loans
that--

          o    are not a part of the trust fund;

          o    belongs to one of three tiers of relative priority, which tiers
               have unpaid principal balances of $60,000,000, $50,000,000 and
               $90,000,000, respectively, as of the cut-off date;

          o    are secured by the same mortgage encumbering the Westchester
               Mortgaged Property as is the Westchester Trust Mortgage Loan; and

               are not referred to as a "mortgage loan" in this prospectus
          supplement unless the context clearly indicates otherwise.

          "WESTCHESTER TRIGGERING EVENT OF DEFAULT" means, with respect to the
Westchester Loan Combination--

          o    any event of default with respect to an obligation of the related
               borrower to

               1.   make a monthly debt service payment under the Westchester
                    Trust Mortgage Loan,

               2.   fund a required reserve under the Westchester Trust Mortgage
                    Loan, or

               3.   pay any other money due under the Westchester Trust Mortgage
                    Loan and which is the subject of a servicing advance; or

          o    any non-monetary event of default as a result of which the
               Westchester Trust Mortgage Loan becomes a specially serviced
               mortgage loan (which Westchester Triggering Event of Default, in
               each case will cease to exist when the event of default giving
               rise to it has been cured, notwithstanding that the Westchester
               Trust Mortgage Loan remains a specially serviced mortgage loan
               for a reason other than another Westchester Triggering Event of
               Default; provided that no Westchester Triggering Event of Default
               will be deemed to have occurred so long as the Westchester
               Controlling Subordinate Noteholder is permitted to, and has,
               cured the Westchester Triggering Event of Default.

          "WORKOUT-DELAYED REIMBURSEMENT AMOUNT" means, with respect to any
mortgage loan that had been subject to special servicing and has subsequently
been returned to performing status (including as a result of a modification of
its terms), any Advance made with respect to that mortgage loan as of a date
coinciding with or, depending on the circumstances, shortly before the date on
which that mortgage loan stopped being specially serviced, together with
interest on that Advance, to the extent that (a) such Advance is not reimbursed
to the party that made it as of the date that the subject mortgage loan stopped
being specially serviced and (b) the amount of


                                     S-210



such Advance becomes an obligation of the related borrower to pay such amount
under the terms of the modified loan documents.

          The following defined terms and descriptions of underwriting standards
are used in Annexes A-1 and A-2:

               (i) References to "UW DSCR (x)" are references to debt service
          coverage ratios. Debt service coverage ratios are used by income
          property lenders to measure the ratio of (a) cash currently generated
          by a property that is available for debt service (that is, cash that
          remains after average cost of non-capital expenses of operation,
          tenant improvements, leasing commissions and replacement reserves
          during the term of the mortgage loan) to (b) required debt service
          payments. However, debt service coverage ratios only measure the
          current, or recent, ability of a property to service mortgage debt.
          The UW DSCR (x) for any mortgage loan is the ratio of "UW Net Cash
          Flow" produced by the related mortgaged real property to the
          annualized amount of debt service that will be payable under that
          mortgage loan commencing after the origination date; provided,
          however, for purposes of calculating the UW DSCR (x), provided in this
          prospectus supplement with respect to 56 mortgage loans, representing
          approximately 35.8% of the initial mortgage pool balance, where
          periodic payments are interest-only for a certain amount of time after
          origination after which date the mortgage loan amortizes principal for
          the remaining term of the loan the debt service used is the annualized
          amount of debt service that will be payable under the mortgage loan
          commencing after the amortization period begins. In the case of
          Westchester Trust Mortgage Loan, the "UW DSCR" was determined taking
          into consideration the aggregate annualized amount of debt service
          that will be payable under the Westchester Trust Mortgage Loan and the
          Westchester Pari Passu Non-Trust Loan, excluding the annualized debt
          service payable under the Westchester Subordinate Non-Trust Loans.

               In the case of five (5) mortgage loans (loan numbers 23, 77, 82,
          101 and 118), representing 1.0%, 0.3%, 0.3%, 0.2% and 0.2%,
          respectively of the initial mortgage pool balance, the debt service
          coverage ratio was calculated assuming the application of a holdback
          amount and/or a letter of credit in reduction of the respective
          cut-off date principal balances of each of those five (5) mortgage
          loans and in each case assuming a revised debt service payment. See
          Annex A-1 to this prospectus supplement for more information regarding
          the debt service coverage ratios and loan-to-value ratios on the
          mortgage loans discussed in this paragraph and the preceding
          paragraph.

               (ii) The "UW Net Cash Flow" or "UW NCF ($)" for a mortgaged real
          property is the "net cash flow" of such mortgaged real property as set
          forth in, or determined by the applicable mortgage loan seller on the
          basis of, mortgaged real property operating statements, generally
          unaudited, and certified rent rolls (as applicable) supplied by the
          related borrower in the case of multifamily, mixed use, retail, mobile
          home community, industrial, self storage and office properties (each,
          a "Rental Property"). In general, the mortgage loan sellers relied on
          either full-year operating statements, rolling 12-month operating
          statements and/or applicable year-to-date financial statements, if
          available, and on rent rolls for all Rental Properties that were
          current as of a date not earlier than six months prior to the
          respective date of origination in determining UW Net Cash Flow for the
          mortgaged real properties.

               In general, "net cash flow" is the revenue derived from the use
          and operation of a mortgaged real property less operating expenses
          (such as utilities, administrative expenses, repairs and maintenance,
          tenant improvement costs, leasing commissions, management fees and
          advertising), fixed expenses (such as insurance, real estate taxes
          and, if applicable, ground lease payments) and replacement reserves
          and an allowance for vacancies and credit losses. Net cash flow does
          not reflect interest expenses and non-cash items such as depreciation
          and amortization, and generally does not reflect capital expenditures.


                                     S-211



               In determining the "revenue" component of UW Net Cash Flow for
          each Rental Property, the applicable mortgage loan seller generally
          relied on the most recent rent roll supplied and, where the actual
          vacancy shown thereon and the market vacancy was less than 5.0%,
          assumed a 5.0% vacancy in determining revenue from rents, except that
          in the case of certain non-multifamily properties, space occupied by
          such anchor or single tenants or other large creditworthy tenants may
          have been disregarded in performing the vacancy adjustment due to the
          length of the related leases or creditworthiness of such tenants, in
          accordance with the respective mortgage loan seller's underwriting
          standards. Where the actual or market vacancy was not less than 5.0%,
          the applicable mortgage loan seller determined revenue from rents by
          generally relying on the most recent rent roll supplied and the
          greater of (a) actual historical vacancy at the related mortgaged real
          property, (b) historical vacancy at comparable properties in the same
          market as the related mortgaged real property, and (c) 5.0%. In
          determining rental revenue for multifamily, self storage and
          manufactured housing properties, the mortgage loan sellers generally
          either reviewed rental revenue shown on the certified rolling 12-month
          operating statements, the rolling three-month operating statements for
          multifamily properties or annualized the rental revenue and
          reimbursement of expenses shown on rent rolls or operating statements
          with respect to the prior one to twelve month periods. For the other
          Rental Properties, the mortgage loan sellers generally annualized
          rental revenue shown on the most recent certified rent roll (as
          applicable), after applying the vacancy factor, without further regard
          to the terms (including expiration dates) of the leases shown thereon.

               In determining the "expense" component of UW Net Cash Flow for
          each mortgaged real property, the mortgage loan sellers generally
          relied on rolling 12-month operating statements and/or full-year or
          year-to-date financial statements supplied by the related borrower,
          except that (a) if tax or insurance expense information more current
          than that reflected in the financial statements was available, the
          newer information was used, (b) property management fees were
          generally assumed to be 3.0% to 7.0% of effective gross revenue
          (except with respect to single tenant properties, where fees as low as
          2.0% of effective gross receipts were assumed), (c) assumptions were
          made with respect to reserves for leasing commissions, tenant
          improvement expenses and capital expenditures and (d) expenses were
          assumed to include annual replacement reserves. In addition, in some
          instances, the mortgage loan sellers recharacterized as capital
          expenditures those items reported by borrowers as operating expenses
          (thus increasing "net cash flow") where the mortgage loan sellers
          determined appropriate.

               The borrowers' financial information used to determine UW Net
          Cash Flow was in most cases borrower certified, but unaudited, and
          neither we nor the mortgage loan sellers verified their accuracy.

               (iii) References to "Cut-off Date LTV %" are references to the
          ratio, expressed as a percentage, of the cut-off date principal
          balance of a mortgage loan to the appraised value of the related
          mortgaged real property as shown on the most recent third-party
          appraisal thereof available to the mortgage loan sellers. In the case
          of the Westchester Trust Mortgage Loan, the Cut off Date LTV % is
          equal to the ratio, expressed as a percentage, of the cut off date
          principal balance of the Westchester Trust Mortgage Loan and the
          Westchester Pari Passu Non-Trust Loan (not taking into account the
          principal balance of the Westchester Subordinate Non-Trust Loans) to
          the appraised value of the related mortgaged real property.

               (iv) References to "Maturity LTV %" are references to the ratio,
          expressed as a percentage, of the expected balance of a balloon loan
          on its scheduled maturity date (or an ARD Loan on its anticipated
          repayment date) (prior to the payment of any balloon payment or
          principal prepayments) to the appraised value of the related mortgaged
          real property as shown on the most recent third-party appraisal
          thereof available to the mortgage loan sellers prior to the cut-off
          date. In the case of the Westchester Trust Mortgage Loan, the Maturity
          LTV % is equal to the ratio, expressed as a percentage, of the
          expected balance of the Westchester Trust Mortgage Loan and the
          Westchester Pari Passu Non-Trust Loan (not


                                     S-212



          taking into account the principal balances of the Westchester
          Subordinate Non-Trust Loans), to the appraised value of the related
          mortgaged real property.

               (v) References to "Original Balance per Unit ($)" and "Cut-off
          Date Balance per Unit ($)" are, for each mortgage loan secured by a
          lien on a multifamily property (including a mobile home community) or
          hospitality property, are references to the original principal balance
          and the cut-off date principal balance of such mortgage loan,
          respectively, divided by the number of dwelling units, pads, guest
          rooms or beds, respectively, that the related mortgaged real property
          comprises, and, for each mortgage loan secured by a lien on a retail,
          industrial/warehouse, self storage or office property, references to
          the cut-off date principal balance of such mortgage loan,
          respectively, divided by the net rentable square foot area of the
          related mortgaged real property. In the case of the Westchester Trust
          Mortgage Loan, the "Original Balance per Unit ($)" and "Cut-off Date
          Balance per Unit ($)" are references to the original principal balance
          and the cut off date balance of the Westchester Trust Mortgage Loan
          and the Westchester Pari Passu Non-Trust Loan (not taking into account
          the principal balance of the Westchester Subordinate Non-Trust Loans),
          divided by the net rentable square footage of the related mortgaged
          real property.

               (vi) References to "Year Built" are references to the year that a
          mortgaged real property was originally constructed or substantially
          renovated. With respect to any mortgaged real property which was
          constructed in phases, the "Year Built" refers to the year that the
          first phase was originally constructed.

               (vii) References to "Admin. Fee %" for each mortgage loan
          represent the sum of (a) the master servicing fee rate (excluding the
          primary servicing fee rate) for such mortgage loan and (b) a specified
          percentage that may vary on a loan-by-loan basis, which percentage
          represents the trustee fee rate, the primary servicer fee rate and, in
          some cases, a correspondent fee rate. The administrative fee rate for
          each mortgage loan is set forth on Annex A-1 to this prospectus
          supplement.

               (viii) References to "Rem. Term" represent, with respect to each
          mortgage loan, the number of months and/or payments remaining from the
          cut-off date to the stated maturity date of such mortgage loan (or the
          remaining number of months and/or payments to the anticipated
          repayment date with respect to each ARD Loan).

               (ix) References to "Rem. Amort." represent, with respect to each
          mortgage loan, the number of months and/or payments remaining from the
          later of the cut-off date and the end of any interest-only period, if
          any, to the month in which such mortgage loan would fully or
          substantially amortize in accordance with such loan's amortization
          schedule without regard to any balloon payment, if any, due on such
          mortgage loan.

               (x) References to "LO ()" represent, with respect to each
          mortgage loan, the period during which prepayments of principal are
          prohibited and no substitution of defeasance collateral is permitted.
          The number indicated in the parentheses indicates the number of
          monthly payment periods within such period (calculated for each
          mortgage loan from the date of its origination). References to "O ()"
          represent the period for which (a) no prepayment premium or yield
          maintenance charge is assessed and (b) defeasance is no longer
          required. References to "YM ()" represent the period for which the
          yield maintenance charge is assessed. The periods, if any, between
          consecutive due dates occurring prior to the maturity date or
          anticipated repayment date, as applicable, of a mortgage loan during
          which the related borrower will have the right to prepay such mortgage
          loan without being required to pay a prepayment premium or a yield
          maintenance charge (each such period, an "Open Period") with respect
          to all of the mortgage loans have been calculated as those Open
          Periods occurring immediately prior to the maturity


                                     S-213



          date or anticipated repayment date, as applicable, of such mortgage
          loan as set forth in the related loan documents.

               (xi) References to "Def ()" represent, with respect to each
          mortgage loan, the period during which the related holder of the
          mortgage has the right to require the related borrower, in lieu of a
          principal prepayment, to pledge to such holder defeasance collateral.

               (xii) References to "Occupancy %" are, with respect to any
          mortgaged real property, references as of the most recently available
          rent rolls to (a) in the case of multifamily properties and mobile
          home communities, the percentage of units rented, (b) in the case of
          office and retail properties, the percentage of the net rentable
          square footage rented, and (c) in the case of self storage facilities,
          either the percentage of the net rentable square footage rented or the
          percentage of units rented (depending on borrower reporting).

               (xiii) References to "Capex Reserve ($)" under the heading
          "Upfront Escrow" are references to funded reserves escrowed for
          repairs, replacements and corrections of issues other than those
          outlined in the engineering reports. In certain cases, the funded
          reserves may also include reserves for ongoing repairs, replacements
          and corrections.

               (xiv) References to "Engineering Reserve ($)" under the heading
          "Upfront Escrow" are references to funded reserves escrowed for
          repairs, replacements and corrections of issues outlined in the
          engineering reports.

               (xv) References to "Capex Reserve ($)" under the heading "Monthly
          Escrow" are references to funded reserves escrowed for ongoing items
          such as repairs and replacements. In certain cases, however, the
          subject reserve will be subject to a maximum amount, and once such
          maximum amount is reached, such reserve will not thereafter be funded,
          except, in some such cases, to the extent it is drawn upon.

               (xvi) References to "TI/LC Reserve ($)" under the heading
          "Upfront Escrow" are references to funded reserves escrowed for tenant
          improvement allowances and leasing commissions. In certain cases,
          however, the subject reserve will be subject to a maximum amount, and
          once such maximum amount is reached, such reserve will not thereafter
          be funded, except, in some such cases, to the extent it is drawn upon.

               (xvii) References to "TI/LC Reserve ($)" under the heading
          "Monthly Escrow" are references to funded reserves, in addition to any
          escrows funded at loan closing for potential TI/LCs, that require
          funds to be escrowed during some or all of the loan term for TI/LC
          expenses, which may be incurred during the loan term. In certain
          instances, escrowed funds may be released to the borrower upon
          satisfaction of certain leasing conditions.


                                      S-214

ANNEX A-1
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

<TABLE>

LOAN #               ORIGINATOR                      PROPERTY NAME                                    STREET ADDRESS
------               ----------                      -------------                                    --------------

   1      MLML                           Glenbrook Square Mall                         4201 Coldwater Road
   2      IXIS Real Estate Capital Inc.  Highwoods Portfolio(57)                       Various
 2.01     IXIS Real Estate Capital Inc.  Atrium                                        10117 Princess Palm Avenue
 2.02     IXIS Real Estate Capital Inc.  Mallard Creek V                               8520 Cliff Cameron Drive
 2.03     IXIS Real Estate Capital Inc.  St. Paul Building                             3632 Queen Palm Drive
 2.04     IXIS Real Estate Capital Inc.  4601 Park Square                              4601 Park Road
 2.05     IXIS Real Estate Capital Inc.  OakHill Business Park Twin Oak                1337 & 1338 Hundred Oaks Drive
 2.06     IXIS Real Estate Capital Inc.  OakHill Business Park Water                   8720 Red Oak Boulevard
 2.07     IXIS Real Estate Capital Inc.  Parkway Plaza Building Fourteen               5260 Parkway Plaza Boulevard
 2.08     IXIS Real Estate Capital Inc.  OakHill Business Park Live Oak                8701 Red Oak Boulevard
 2.09     IXIS Real Estate Capital Inc.  Sabal Business Center Seven                   3625 Queen Palm Drive
 2.10     IXIS Real Estate Capital Inc.  Sabal Business Center Five                    3922 Coconut Palm Drive
 2.11     IXIS Real Estate Capital Inc.  Mallard Creek I                               8535, 8605 & 8615 Cliff Cameron Drive
 2.12     IXIS Real Estate Capital Inc.  Registry One                                  10002 Princess Palm Avenue
 2.13     IXIS Real Estate Capital Inc.  Registry Two                                  9950 Princess Palm Avenue
 2.14     IXIS Real Estate Capital Inc.  Parkway Plaza Building Three                  4944 Parkway Plaza Boulevard
 2.15     IXIS Real Estate Capital Inc.  Sabal Business Center Four                    3925 Coconut Palm Drive
 2.16     IXIS Real Estate Capital Inc.  Sabal Park Plaza                              9503 Princess Palm Avenue
 2.17     IXIS Real Estate Capital Inc.  Mallard Creek III                             8604 Cliff Cameron Drive
 2.18     IXIS Real Estate Capital Inc.  Parkway Plaza Building One                    4824 Parkway Plaza Boulevard
 2.19     IXIS Real Estate Capital Inc.  OakHill Business Park Scarlet                 8702 Red Oak Boulevard
 2.20     IXIS Real Estate Capital Inc.  Pinebrook                                     9101 Southern Pine Boulevard
 2.21     IXIS Real Estate Capital Inc.  Sabal Lake Building                           9210 King Palm Drive
 2.22     IXIS Real Estate Capital Inc.  Sabal Business Center One                     3923 Coconut Palm Drive
 2.23     IXIS Real Estate Capital Inc.  OakHill Business Park Willow                  8757 Red Oak Boulevard
 2.24     IXIS Real Estate Capital Inc.  OakHill Business Park English                 8848 Red Oak Boulevard
 2.25     IXIS Real Estate Capital Inc.  Parkway Plaza Building Six                    5016 Parkway Plaza Boulevard
 2.26     IXIS Real Estate Capital Inc.  Sabal Business Center Two                     3901 Coconut Palm Drive
 2.27     IXIS Real Estate Capital Inc.  OakHill Business Park Laurel                  8731 Red Oak Boulevard
 2.28     IXIS Real Estate Capital Inc.  Parkway Plaza Building Eight                  5032 Parkway Plaza Boulevard
 2.29     IXIS Real Estate Capital Inc.  Registry Square                               9720 Princess Palm Avenue
 2.30     IXIS Real Estate Capital Inc.  Sabal Business Center Three                   3829 Coconut Palm Drive
 2.31     IXIS Real Estate Capital Inc.  Mallard Creek IV                              8530 William Ficklin Drive
 2.32     IXIS Real Estate Capital Inc.  Parkway Plaza Building Eleven                 5265 Parkway Plaza Boulevard
 2.33     IXIS Real Estate Capital Inc.  Parkway Plaza Building Twelve                 5275 Parkway Plaza Boulevard
   3      MLML                           Financial Square                              32 Old Slip
   4      MLML                           The Westchester                               125 Westchester Avenue
   5      MLML                           E Walk on the New 42nd Street                 243 West 42nd Street
   6      MLML                           Residence Inn Hotel Portfolio 1               Various
 6.01     MLML                           Residence Inn Fishkill                        14 Schuyler Boulevard
 6.02     MLML                           Residence Inn Orlando                         7975 Canada Avenue
 6.03     MLML                           Residence Inn River Plaza                     1701 South University Drive
 6.04     MLML                           Residence Inn Tyler                           3303 Troup Highway
   7      MLML                           Residence Inn Hotel Portfolio 2               Various
 7.01     MLML                           Residence Inn Sacramento                      1530 Howe Avenue
 7.02     MLML                           Residence Inn Wilmington                      240 Chapman Road
 7.03     MLML                           Residence Inn Providence                      500 Kilvert Street
 7.04     MLML                           Residence Inn Ann Arbor                       800 Victors Way
   8      CRF                            Equity Lifestyle Portfolio                    Various
 8.01     CRF                            Brennan Beach RV Resort                       80 Brennan Beach
 8.02     CRF                            Alpine Lake RV Resort                         78 Heath Road
 8.03     CRF                            Sandy Beach RV Resort                         677 Clement Hill Road
   9      MLML                           San Antonio Portfolio                         Various
 9.01     MLML                           SW Junction I & II                            101-191 and 217 Southwest Military Drive
 9.02     MLML                           Countryside Plaza                             13402-13442 San Pedro Avenue
 9.03     MLML                           Village at Ingram Park                        6420, 6424, 6436, 6450 NW Loop 410
                                                                                          & 6511 Ingram Road
 9.04     MLML                           Ingram Place                                  3235 Wurzbach Road
 9.05     MLML                           Windcrest Shopping Center                     5221 Walzem Road
 9.06     MLML                           Sonterra Place                                18318 Sonterra Place
 9.07     MLML                           Bulverde Mini-Storage                         30080 US Highway 281 North
 9.08     MLML                           1310 SW Military Drive                        1310-1328 Southwest Military Drive
 9.09     MLML                           Bulverde Market Center                        30080 US Highway 281 North
 9.10     MLML                           West Plaza                                    11825 West Avenue
  10      MLML                           U-Haul Self Storage Portfolio IV              Various
 10.01    MLML                           U-Haul Center Parkslope                       394 4th Avenue
 10.02    MLML                           U-Haul Ctr Of Utica                           430 Lomond Place
 10.03    MLML                           U-Haul Chapman Hwy                            7200 Chapman Highway
 10.04    MLML                           U-Haul Ctr Bangor                             16 Summer Street
 10.05    MLML                           U-Haul Center Rutland                         270 South Main Street
 10.06    MLML                           U-Haul Center Of I-45                         16405 North Freeway
 10.07    MLML                           U-Haul Ctr Colmar                             250 Bethlehem Pike
 10.08    MLML                           U-Haul Ct N Bedford                           415 Mount Pleasant Street
 10.09    MLML                           U-Haul Beechmont Av                           8210 Beechmont Avenue
 10.10    MLML                           U-Haul East Alton                             553 West Saint Louis Avenue
  11      CRF                            Verga Portfolio                               Various
 11.01    CRF                            Verga - Owens Multifamilies                   3037-3056 Owen Avenue
 11.02    CRF                            Villa Ramona Apartments                       455 Ramona Avenue
 11.03    CRF                            2400 Old Ivy Road                             2400 Old Ivy Road
 11.04    CRF                            665 Munras Avenue                             665 Munras Avenue
 11.05    CRF                            Villa Marina Apartments                       295 Reservation Road
 11.06    CRF                            Villa Pines Apartments                        215 Grove Acre Avenue
 11.07    CRF                            3040 Sunset Avenue                            3040 Sunset Avenue
 11.08    CRF                            Driftwood Apartments                          321 Reservation Road
 11.09    CRF                            874 Rio East Court                            874 Rio East Court
 11.10    CRF                            288 Pearl Street                              288 Pearl Street
 11.11    CRF                            1000 Munras Avenue                            1000 Munras Avenue
 11.12    CRF                            214-216 Cypress Avenue                        214-216 Cypress Avenue
 11.13    CRF                            218-220 Cypress Avenue                        218-220 Cypress Avenue
 11.14    CRF                            3148 Crescent Avenue                          3148 Crescent Avenue
 11.15    CRF                            1281 Second Street                            1281 Second Street
 11.16    CRF                            910 Casanova  Apartments                      910 Casanova Avenue
  12      CRF                            University Village                            1201, 1223 and 1299 University Avenue
  13      CRF                            Holiday Inn Mission Bay SeaWorld              3737 Sports Arena Boulevard
  14      MLML                           U-Haul Self Storage Portfolio III             Various
 14.01    MLML                           U-Haul Center Stamford                        25 Jefferson Street
 14.02    MLML                           U-Haul Center Of Woodcreek                    2720 FM 1960 Road East
 14.03    MLML                           U-Haul Center Spanaway                        15315 Pacific Avenue South
 14.04    MLML                           U-Haul New Circle                             1200 East New Circle Road
 14.05    MLML                           U-Haul Ctr Of Etna                            1027 William Flynn Highway
 14.06    MLML                           U-Haul Ct El Paseo                            1608 El Paseo Road
 14.07    MLML                           U-Haul Center Of Frazer                       564 Lancaster Avenue
 14.08    MLML                           U-Haul Ct Westside                            2234 Highway 80 West
 14.09    MLML                           U-Haul Carrollton                             1682 Interstate 35 East
 14.10    MLML                           U-Haul New Orleans                            4449 Michoud Boulevard
 14.11    MLML                           U-Haul Twin City                              541 Center Street
 14.12    MLML                           U-Haul Snellsville                            2161 Hewatt Road
 14.13    MLML                           U-Haul Center Youngstown                      1033 Mahoning Avenue
 14.14    MLML                           U-Haul Clinton Hwy                            4717 Clinton Highway
 14.15    MLML                           U-Haul Ct Gadsden                             1707 Kyle Avenue
 14.16    MLML                           U-Haul Center Lakeland                        1621 North Florida Avenue
 14.17    MLML                           U-Haul Eastern Blvd                           365 Eastern Boulevard
 14.18    MLML                           U-Haul South Main                             10621 Main Street
 14.19    MLML                           U-Haul Downtown 1                             504 East Archer Street
 14.20    MLML                           U-Haul Ctr 6th St                             2100 West 6th Avenue
 14.21    MLML                           U-Haul Center Scranton                        401 North 7th Avenue
  15      MLML                           Burlington Town Center                        49 Church Street and 101 Cherry Street
  16      MLML                           Shoppes at the Meadows                        8330-8375 South Willow Street
  17      IXIS Real Estate Capital Inc.  Olmsted Plaza                                 4580-4710 Great Northern Boulevard
  18      MLML                           U-Haul Self Storage Portfolio II              Various
 18.01    MLML                           U-Haul Ctr Normandy                           5481 Normandy Boulevard
 18.02    MLML                           U-Haul Ctr Horsham                            1418 Easton Road
 18.03    MLML                           U-Haul Center Longview                        364 Oregon Way
 18.04    MLML                           Springdale U-Haul Center                      806 Twin City Avenue
 18.05    MLML                           U-Haul Ctr S Cobb                             2416 South Cobb Drive
 18.06    MLML                           U-Haul Ctr E Tampa                            5806 North 56th Street
 18.07    MLML                           U-Haul Center Up-Town                         4055 North Broadway Street
 18.08    MLML                           U-Haul Spring Valley                          8400 Two Notch Road
 18.09    MLML                           U-Haul Eastbrook                              3815 28th Street Southeast
 18.10    MLML                           U-Haul Ct Waterbury                           169 Meriden Road
 18.11    MLML                           U-Haul Dixie Hwy                              4425 Dixie Highway
 18.12    MLML                           U-Haul Center Mangum Street                   247 South Mangum Street
 18.13    MLML                           U-Haul Of York                                1104 Roosevelt Avenue
 18.14    MLML                           U-Haul Southwest                              3165 South Westmoreland Road
 18.15    MLML                           U-Haul Center Killeen                         102 East Veterans
 18.16    MLML                           U-Haul Center Riverside                       2400 Riverside Drive
 18.17    MLML                           U-Haul Parsons Ave                            1211 Parsons Avenue
 18.18    MLML                           U-Haul Center Holt Avenue                     1512 West Holt
 18.19    MLML                           U-Haul Downtown 2                             112-116 Commerce Street
  19      PNC                            New Market Square                             2441 and 2241 North Maize Road
  20      IXIS Real Estate Capital Inc.  2801 Network Boulevard                        2801 Network Boulevard
  21      PNC                            Foothills Park Place                          Northeast corner of Ray Road and 48th Street
  22      MLML                           Meridian Place                                4423 South Meridian
  23      MLML                           Highlands Ranch Village Center                9579 South University Boulevard
  24      MLML                           Irvine Village Center                         15415-15475 Jeffrey Road
  25      CRF                            Malibu Country Mart - 3835                    3835 Cross Creek Road
  26      PNC                            The Exchange at San Marcos                    1610 North Interstate 35
  27      CRF                            Maple Wholesale Center                        1110-1150 Maple Avenue
  28      MLML                           Sheraton Suites - Akron                       1989 Front Street
  29      IXIS Real Estate Capital Inc.  Courtyard Marriott Parsippany                 3769 Route 46 East
  30      PNC                            Kirkwood Bend Office                          1001 S. Kirkwood Road
  31      MLML                           Southpointe Hilton Garden Inn                 1000 Corporate Drive
  32      CRF                            La Fiesta Apartments                          1492 North Lamb Boulevard
  33      CRF                            Nass Portfolio                                Various
 33.01    CRF                            Saticoy Plaza                                 17200 Saticoy Street
 33.02    CRF                            La Siesta Plaza                               1362 East Thousand Oaks Boulevard
 33.03    CRF                            Valvoline Center (Ground Lease)               2378 East Thousand Oaks Boulevard
  34      MLML                           Lake Shore Plaza                              601 Portion Road
  35      IXIS Real Estate Capital Inc.  Hampton Inn Newtown                           1000 Stony Hill Road
  36      MLML                           Hilton Garden Inn - Norwalk                   560 Main Avenue
  37      MLML                           Coconut Palms I                               4618 Middlebrook Road
  38      IXIS Real Estate Capital Inc.  Lowe's at Spartanburg                         104, 110 and 120 East Blackstock Road
  39      CRF                            Plaza Diamond Bar                             1900 - 2040 South Brea Canyon Road
  40      IXIS Real Estate Capital Inc.  Hampstead Industrial Park                     626 Hanover Pike
  41      MLML                           Hilton Garden Inn - Shelton                   25 Old Stratford Road
  42      MLML                           Michael's Aurora Plaza                        15001-15297 East Mississippi Avenue
  43      IXIS Real Estate Capital Inc.  College Grove                                 6348 College Grove Way
  44      IXIS Real Estate Capital Inc.  69th Street Philly - 15 Lits                  20-38 South 69th Street
  45      CRF                            Euless Town Center                            1201 Airport Freeway
  46      IXIS Real Estate Capital Inc.  Westwood Plaza                                2026 West Pensacola Street
  47      CRF                            Timonium Center                               110 West Timonium Road
  48      MLML                           Tierra Rica and Rolling Greens
                                           Multifamily Portfolio                       Various
 48.01    MLML                           Tierra Rica Apartments                        3225 West Ina Road
 48.02    MLML                           Rolling Greens Apartments                     3201 West Ina Road
  49      CRF                            I-805 Corporate Plaza                         5880 Oberlin Drive
  50      PNC                            Staybridge Suites - Naples                    4805 Tamiami Trail North
  51      PNC                            Inverness Business Park - Englewood           327 Inverness Drive South
  52      PNC                            Sun City Shopping Center                      26800 Cherry Hills Boulevard
  53      PNC                            Residence Inn - North Dartmouth               181 Faunce Corner Road
  54      CRF                            Kern Canyon Estates                           8536 Kern Canyon Road
  55      CRF                            5900 North Sepulveda Boulevard                5900 North Sepulveda Boulevard
  56      PNC                            Wingate Inn at BWI Airport                    1510 Aero Drive
  57      IXIS Real Estate Capital Inc.  Pickford Theater                              36850 Civic Center East
  58      IXIS Real Estate Capital Inc.  Hampton Inn Great Valley                      635 Lancaster Avenue
  59      MLML                           Holiday Inn - Sarasota                        6231 Lake Osprey Drive
  60      CRF                            Dos Santos                                    10561 Shannon Place
  61      IXIS Real Estate Capital Inc.  Impression Industrial                         7951 Angleton Court
  62      CRF                            16253-16293 Gale Avenue                       16253-16293 Gale Avenue
  63      CRF                            San Clemente Self Storage                     170 Avenida La Pata
  64      MLML                           Roselle Commons                               711 East 1st Street
  65      CRF                            Coco Centre                                   5203-5281 Coconut Creek Parkway
  66      IXIS Real Estate Capital Inc.  Kintetsu World Express                        8551 Northwest 30th Terrace
  67      PNC                            Strawberry Square                             300 Market Street
  68      CRF                            Valley Ridge                                  1650 George Dieter Drive
  69      IXIS Real Estate Capital Inc.  La Quinta                                     3409 South Rural Road
  70      PNC                            Country Inn & Suites                          7701 Universal Boulevard
  71      CRF                            460 North Canon Drive                         460 North Canon Drive
  72      MLML                           Haines City Mall                              600 U.S. Highway 17-92
  73      MLML                           Broadway Central                              550 Broadway & 525-575 Lincoln Street
  74      IXIS Real Estate Capital Inc.  Invensys Building                             515 South Promenade Avenue
  75      CRF                            Malibu Country Mart - 3900                    3900 Cross Creek Road
  76      PNC                            Lockheed Martin Office/Tech Center            2400 West Marshall Drive
  77      MLML                           1255 Broad Street                             1255 Broad Street
  78      MLML                           Faunce Corner                                 500 Faunce Corner Road
  79      CRF                            Nobl Park Apartments                          6001 NE 102nd Avenue
  80      PNC                            The Center of Excellence                      601 North 99th Street
  81      MLML                           Desert Professional Plaza                     2225 East Flamingo Road
  82      MLML                           Golden Pond Apartments                        4120 South Hillcrest Avenue
  83      IXIS Real Estate Capital Inc.  Englishtown Industrial Park                   28-36 Harrison Avenue
  84      CRF                            Antigua Square                                19100 Ventura Boulevard
  85      MLML                           1000 Franklin Ave                             1000 Franklin Avenue
  86      MLML                           Oxford Hill Apartments                        725 Rosewood Drive
  87      MLML                           Fairfield Inn - Sarasota                      6105 Exchange Way
  88      MLML                           La Quinta - Valdosta                          1800 Club House Drive
  89      IXIS Real Estate Capital Inc.  Sunrise Plaza                                 6775 & 6895 East Lake Mead Boulevard
  90      MLML                           Lake Mead Promenade Shopping Center           6430-6450 West Lake Mead Boulevard
  91      IXIS Real Estate Capital Inc.  Ferm Storage                                  4016 North DuPont Highway
  92      PNC                            Comfort Inn - Buckhead North                  5730 Roswell Road Northeast
  93      PNC                            College Village Shopping Center               11701 College Boulevard
  94      CRF                            Casa Real Apartments                          17400 Burbank Boulevard
  95      MLML                           Yucaipa Valley Commercial Center              33720-33730 Yucaipa Boulevard
  96      CRF                            12840 Riverside Drive                         12840 Riverside Drive
  97      IXIS Real Estate Capital Inc.  Alano Plaza                                   2250 & 2300 North Rainbow Boulevard
  98      CRF                            6767 Sunset Blvd                              6767 West Sunset Boulevard
  99      CRF                            Sherwood Forest                               100 Lakeview Drive
  100     CRF                            Black Bear Center                             6021-6039 West Bell Road
  101     MLML                           15205 Hawthorne Blvd.                         15205-15215 Hawthorne Boulevard
  102     MLML                           Parkway Plaza Office Building                 23945 Calabasas Road
  103     PNC                            Mission Industrial                            468 East Mission Road
  104     MLML                           Rio Grande Valley Retail Portfolio            Various
104.01    MLML                           Mission Town Center                           2204 North Conway Avenue
104.02    MLML                           Weslaco Town Center                           2017 West Expressway 83
104.03    MLML                           San Juan Town Center                          106 East Ferguson Avenue
104.04    MLML                           Weslaco Airport Medical Center                1525 East 6th Street
  105     MLML                           University Center South                       4317 University Boulevard South
  106     CRF                            Santa Fe Village                              4554 Hercules Avenue
  107     MLML                           Alerus Financial Center                       15 Broadway Street
  108     CRF                            6101-6121 18th Avenue                         6101-6121 18th Avenue
  109     IXIS Real Estate Capital Inc.  2030 E. 15th Street                           2030 & 2050 East 15th Street
  110     CRF                            12626 Riverside Drive                         12626 Riverside Drive
  111     MLML                           CVS - Chester                                 102-116 North Pottstown Pike
  112     IXIS Real Estate Capital Inc.  Putnam Self Storage                           8A Great Pasture Road
  113     CRF                            Park Forest                                   4328 S.E. 46th Street
  114     MLML                           6860 Cortona Drive                            6860 Cortona Drive
  115     PNC                            Santa Fe Imaging Center                       1640 Hospital Drive
  116     MLML                           MacDonald Corporate Center                    1700 West Horizon Ridge Parkway
  117     MLML                           Safeway Marketplace                           8196 & 8110 County Road 13
  118     MLML                           Village Park at Brookhaven                    1441 Dresden Drive
  119     MLML                           Walgreen's - Longmont                         1041 Main Street
  120     MLML                           Vintage Park                                  418 Mockingbird Lane
  121     CRF                            6565 North Lakewood Avenue Apartments         6565-6589 North Lakewood Avenue and
                                                                                         1275 West Albion Avenue
  122     PNC                            Texarkana Apartments Phase II                 4717 County Road
  123     CRF                            Pleasant Grove Shopping Village               27 Park Road
  124     CRF                            Olde Towne Parkway                            4901 Olde Towne Parkway
  125     PNC                            Willow Creek Estates                          2072-2114 Verlin Road
  126     PNC                            Poway Promenade                               12329 & 12339 Poway Road
  127     MLML                           Hillside Village MHP                          2224 Highway 87 East
  128     CRF                            199 Lafayette Street, Penthouse Condominium   199 Lafayette Street
  129     CRF                            Trevino Place                                 10891 Edgemere Boulevard
  130     CRF                            Eckerd                                        3401 South Broad Street
  131     CRF                            Mid-State Bank Branch                         2663 Townsgate Road
  132     PNC                            Conway Apartments Phase II                    401 Second Street
  133     PNC                            Chapel Ridge of Ripley                        449 Roberson Street
  134     CRF                            Villas Del Valle                              9238 Betel
  135     PNC                            El Dorado Homes Phase III                     301 Moorewood Road
</TABLE>



<TABLE>

                                                                                       NUMBER OF            PROPERTY
  LOAN #                CITY                STATE        ZIP CODE        COUNTY      PROPERTIES(1)            TYPE
  ------                ----                -----        --------        ------      -------------            ----

     1      Fort Wayne                        IN          46805      Allen                 1         Retail
     2      Various                        Various       Various     Various              33         Office
   2.01     Tampa                             FL          33610      Hillsborough          1         Office
   2.02     Charlotte                         NC          28262      Mecklenburg           1         Office
   2.03     Tampa                             FL          33619      Hillsborough          1         Office
   2.04     Charlotte                         NC          28209      Mecklenburg           1         Office
   2.05     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.06     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.07     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.08     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.09     Tampa                             FL          33619      Hillsborough          1         Office
   2.10     Tampa                             FL          33619      Hillsborough          1         Office
   2.11     Charlotte                         NC          28262      Mecklenburg           1         Office
   2.12     Tampa                             FL          33619      Hillsborough          1         Office
   2.13     Tampa                             FL          33619      Hillsborough          1         Office
   2.14     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.15     Tampa                             FL          33619      Hillsborough          1         Office
   2.16     Tampa                             FL          33619      Hillsborough          1         Office
   2.17     Charlotte                         NC          28262      Mecklenburg           1         Office
   2.18     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.19     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.20     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.21     Tampa                             FL          33619      Hillsborough          1         Office
   2.22     Tampa                             FL          33619      Hillsborough          1         Office
   2.23     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.24     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.25     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.26     Tampa                             FL          33619      Hillsborough          1         Office
   2.27     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.28     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.29     Tampa                             FL          33619      Hillsborough          1         Office
   2.30     Tampa                             FL          33619      Hillsborough          1         Office
   2.31     Charlotte                         NC          28262      Mecklenburg           1         Office
   2.32     Charlotte                         NC          28217      Mecklenburg           1         Office
   2.33     Charlotte                         NC          28217      Mecklenburg           1         Office
     3      New York                          NY          10005      New York              1         Office
     4      White Plains                      NY          10601      Westchester           1         Retail
     5      New York                          NY          10036      New York              1         Retail
     6      Various                        Various       Various     Various               4         Hospitality
   6.01     Fishkill                          NY          12524      Dutchess              1         Hospitality
   6.02     Orlando                           FL          32819      Orange                1         Hospitality
   6.03     Fort Worth                        TX          76107      Tarrant               1         Hospitality
   6.04     Tyler                             TX          75701      Smith                 1         Hospitality
     7      Various                        Various       Various     Various               4         Hospitality
   7.01     Sacramento                        CA          95825      Sacramento            1         Hospitality
   7.02     Newark                            DE          19702      New Castle            1         Hospitality
   7.03     Warwick                           RI          02886      Kent                  1         Hospitality
   7.04     Ann Arbor                         MI          48108      Washtenaw             1         Hospitality
     8      Various                        Various       Various     Various               3         Manufactured Housing
   8.01     Pulaski                           NY          13142      Oswego                1         Manufactured Housing
   8.02     Corinth                           NY          12822      Saratoga              1         Manufactured Housing
   8.03     Contoocook                        NH          03229      Merrimack             1         Manufactured Housing
     9      Various                           TX         Various     Various              10         Mixed Use
   9.01     San Antonio                       TX          78221      Bexar                 1         Retail
   9.02     San Antonio                       TX          78216      Bexar                 1         Retail
   9.03     San Antonio                       TX          78238      Bexar                 1         Retail
   9.04     San Antonio                       TX          78238      Bexar                 1         Retail
   9.05     San Antonio                       TX          78218      Bexar                 1         Retail
   9.06     San Antonio                       TX          78258      Bexar                 1         Retail
   9.07     Bulverde                          TX          78163      Comal                 1         Self Storage
   9.08     San Antonio                       TX          78221      Bexar                 1         Retail
   9.09     Bulverde                          TX          78163      Comal                 1         Retail
   9.10     San Antonio                       TX          78216      Bexar                 1         Retail
    10      Various                        Various       Various     Various              10         Self Storage
   10.01    Brooklyn                          NY          11215      Kings                 1         Self Storage
   10.02    Utica                             NY          13502      Oneida                1         Self Storage
   10.03    Knoxville                         TN          37920      Knoxville             1         Self Storage
   10.04    Bangor                            ME          04401      Penobscot             1         Self Storage
   10.05    Rutland                           VT          05701      Rutland               1         Self Storage
   10.06    Houston                           TX          77090      Harris                1         Self Storage
   10.07    Colmar                            PA          18915      Montgomery            1         Self Storage
   10.08    New Bedford                       MA          02746      Bristol               1         Self Storage
   10.09    Cincinnati                        OH          45255      Hamilton              1         Self Storage
   10.10    East Alton                        IL          62024      Madison               1         Self Storage
    11      Various                        Various       Various     Various              16         Various
   11.01    Marina                            CA          93933      Monterey              1         Multifamily
   11.02    Monterey                          CA          93940      Monterey              1         Multifamily
   11.03    Charlottesville                   VA          22903      Albemarle             1         Office
   11.04    Monterey                          CA          93940      Monterey              1         Office
   11.05    Marina                            CA          93933      Monterey              1         Multifamily
   11.06    Pacific Grove                     CA          93950      Monterey              1         Multifamily
   11.07    Marina                            CA          93933      Monterey              1         Multifamily
   11.08    Marina                            CA          93933      Monterey              1         Multifamily
   11.09    Charlottesville                   VA          22901      Albemarle             1         Mixed Use
   11.10    Monterey                          CA          93940      Monterey              1         Office
   11.11    Monterey                          CA          93940      Monterey              1         Office
   11.12    Marina                            CA          93933      Monterey              1         Multifamily
   11.13    Marina                            CA          93933      Monterey              1         Multifamily
   11.14    Marina                            CA          93933      Monterey              1         Multifamily
   11.15    Monterey                          CA          93940      Monterey              1         Multifamily
   11.16    Monterey                          CA          93940      Monterey              1         Multifamily
    12      Riverside                         CA          92507      Riverside             1         Retail
    13      San Diego                         CA          92110      San Diego             1         Hospitality
    14      Various                        Various       Various     Various              21         Self Storage
   14.01    Stamford                          CT          06902      Fairfield             1         Self Storage
   14.02    Houston                           TX          77073      Harris                1         Self Storage
   14.03    Tacoma                            WA          98444      Pierce                1         Self Storage
   14.04    Lexington                         KY          40505      Fayette               1         Self Storage
   14.05    Glenshaw                          PA          15116      Allegheny             1         Self Storage
   14.06    Las Cruces                        NM          88001      Dona Ana              1         Self Storage
   14.07    Malvern                           PA          19355      Chester               1         Self Storage
   14.08    Jackson                           MS          39204      Hines                 1         Self Storage
   14.09    Carrollton                        TX          75006      Dallas                1         Self Storage
   14.10    New Orleans                       LA          70129      Orleans               1         Self Storage
   14.11    Auburn                            ME          04210      Androscoggin          1         Self Storage
   14.12    Snellville                        GA          30039      Gwinnett              1         Self Storage
   14.13    Youngstown                        OH          44502      Mahoning              1         Self Storage
   14.14    Knoxville                         TN          37912      Knoxville             1         Self Storage
   14.15    Gadsden                           AL          35901      Etowah                1         Self Storage
   14.16    Lakeland                          FL          33805      Polk                  1         Self Storage
   14.17    Jeffersonville                    IN          47129      Clark                 1         Self Storage
   14.18    Houston                           TX          77025      Harris                1         Self Storage
   14.19    Tulsa                             OK          74120      Tulsa                 1         Self Storage
   14.20    Amarillo                          TX          79106      Potter                1         Self Storage
   14.21    Scranton                          PA          18503      Lackawanna            1         Self Storage
    15      Burlington                        VT          05401      Chittenden            1         Mixed Use
    16      Lone Tree                         CO          80124      Douglas               1         Mixed Use
    17      North Olmsted                     OH          44070      Cuyahoga              1         Retail
    18      Various                        Various       Various     Various              19         Self Storage
   18.01    Jacksonville                      FL          32205      Duval                 1         Self Storage
   18.02    Horsham                           PA          19044      Montgomery            1         Self Storage
   18.03    Longview                          WA          98632      Cowlitz               1         Self Storage
   18.04    Springdale                        AR          72764      Washington            1         Self Storage
   18.05    Smyrna                            GA          30080      Cobb                  1         Self Storage
   18.06    Tampa                             FL          33610      Hillsborough          1         Self Storage
   18.07    Chicago                           IL          60613      Cook                  1         Self Storage
   18.08    Columbia                          SC          29223      Richland              1         Self Storage
   18.09    Grand Rapids                      MI          49512      Kent                  1         Self Storage
   18.10    Waterbury                         CT          06705      New Haven             1         Self Storage
   18.11    Elsmere                           KY          41018      Kenton                1         Self Storage
   18.12    Durham                            NC          27701      Durham                1         Self Storage
   18.13    York                              PA          17404      York                  1         Self Storage
   18.14    Dallas                            TX          75233      Dallas                1         Self Storage
   18.15    Killeen                           TX          76541      Bell                  1         Self Storage
   18.16    Danville                          VA          24540      Danville City         1         Self Storage
   18.17    Columbus                          OH          43206      Franklin              1         Self Storage
   18.18    Pomona                            CA          91768      Los Angeles           1         Self Storage
   18.19    Johnson City                      TN          37604      Washington            1         Self Storage
    19      Wichita                           KS          67205      Sedgwick              1         Retail
    20      Frisco                            TX          75093      Collin                1         Office
    21      Phoenix                           AZ          85001      Maricopa              1         Retail
    22      Puyallup                          WA          98373      Pierce                1         Retail
    23      Littleton                         CO          80126      Douglas               1         Retail
    24      Irvine                            CA          92618      Orange                1         Retail
    25      Malibu                            CA          90265      Los Angeles           1         Retail
    26      San Marcos                        TX          78666      Hays                  1         Multifamily
    27      Los Angeles                       CA          90015      Los Angeles           1         Retail
    28      Cuyahoga Falls                    OH          44221      Summit                1         Hospitality
    29      Parsippany                        NJ          07054      Morris                1         Hospitality
    30      Kirkwood                          MO          63122      St. Louis             1         Office
    31      Canonsburg                        PA          15317      Washington            1         Hospitality
    32      Las Vegas                         NV          89110      Clark                 1         Multifamily
    33      Various                           CA         Various     Various               3         Retail
   33.01    Van Nuys                          CA          91406      Los Angeles           1         Retail
   33.02    Thousand Oaks                     CA          91362      Ventura               1         Retail
   33.03    Thousand Oaks                     CA          91362      Ventura               1         Other
    34      Lake Ronkonkoma                   NY          11779      Suffolk               1         Mixed Use
    35      Yardley                           PA          19067      Bucks                 1         Hospitality
    36      Norwalk                           CT          06851      Fairfield             1         Hospitality
    37      Orlando                           FL          32811      Orange                1         Multifamily
    38      Spartanburg                       SC          29301      Spartanburg           1         Other
    39      Diamond Bar                       CA          91765      Los Angeles           1         Mixed Use
    40      Hampstead                         MD          21074      Carroll               1         Industrial
    41      Shelton                           CT          06484      Fairfield             1         Hospitality
    42      Aurora                            CO          80012      Arapahoe              1         Retail
    43      San Diego                         CA          92115      San Diego             1         Retail
    44      Upper Darby                       PA          19082      Delaware              1         Mixed Use
    45      Euless                            TX          76040      Tarrant               1         Retail
    46      Tallahassee                       FL          32316      Leon                  1         Retail
    47      Timonium                          MD          21093      Baltimore             1         Retail
    48      Tucson                            AZ          85741      Pima                  2         Multifamily
   48.01    Tucson                            AZ          85741      Pima                  1         Multifamily
   48.02    Tucson                            AZ          85741      Pima                  1         Multifamily
    49      San Diego                         CA          92121      San Diego             1         Office
    50      Naples                            FL          34103      Collier               1         Hospitality
    51      Englewood                         CO          80112      Douglas               1         Office
    52      Sun City                          CA          92586      Riverside             1         Retail
    53      North Dartmouth                   MA          02747      Bristol               1         Hospitality
    54      Bakersfield                       CA          93306      Kern                  1         Manufactured Housing
    55      Van Nuys                          CA          91411      Los Angeles           1         Office
    56      Linthicum                         MD          21090      Anne Arundel          1         Hospitality
    57      Cathedral City                    CA          92234      Riverside             1         Retail
    58      Frazer                            PA          19355      Chester               1         Hospitality
    59      Sarasota                          FL          34240      Manatee               1         Hospitality
    60      El Paso                           TX          79925      El Paso               1         Multifamily
    61      Lorton                            VA          22079      Fairfax               1         Industrial
    62      City of Industry                  CA          91745      Los Angeles           1         Industrial
    63      San Clemente                      CA          92673      Orange                1         Self Storage
    64      Roselle                           NJ          07203      Union                 1         Retail
    65      Margate                           FL          33063      Broward               1         Mixed Use
    66      Doral                             FL          33122      Miami - Dade          1         Industrial
    67      Harrisburg                        PA          17101      Dauphin               1         Mixed Use
    68      El Paso                           TX          79936      El Paso               1         Multifamily
    69      Tempe                             AZ          85282      Maricopa              1         Multifamily
    70      Orlando                           FL          32819      Orange                1         Hospitality
    71      Beverly Hills                     CA          90210      Los Angeles           1         Mixed Use
    72      Haines City                       FL          33844      Polk                  1         Retail
    73      Denver                            CO          80203      Denver                1         Retail
    74      Corona                            CA          92879      Riverside             1         Industrial
    75      Malibu                            CA          90265      Los Angeles           1         Retail
    76      Grand Prairie                     TX          75051      Tarrant               1         Industrial
    77      Bloomfield                        NJ          07003      Essex                 1         Office
    78      Dartmouth                         MA          02747      Bristol               1         Office
    79      Vancouver                         WA          98662      Clark                 1         Multifamily
    80      Wauwatosa                         WI          53226      Milwaukee             1         Office
    81      Las Vegas                         NV          89119      Clark                 1         Office
    82      Springfield                       MO          65807      Greene                1         Multifamily
    83      Englishtown                       NJ          07726      Monmouth              1         Industrial
    84      Tarzana                           CA          91356      Los Angeles           1         Mixed Use
    85      Garden City                       NY          11530      Nassau                1         Office
    86      Taylor Mill                       KY          41015      Kenton                1         Multifamily
    87      Bradenton                         FL          34202      Manatee               1         Hospitality
    88      Valdosta                          GA          31601      Lowndes               1         Hospitality
    89      Las Vegas                         NV          89156      Clark                 1         Retail
    90      Las Vegas                         NV          89108      Clark                 1         Retail
    91      New Castle                        DE          19720      New Castle            1         Self Storage
    92      Atlanta                           GA          30328      Fulton                1         Hospitality
    93      Overland Park                     KS          66210      Johnson               1         Retail
    94      Encino                            CA          91316      Los Angeles           1         Multifamily
    95      Yucaipa                           CA          92399      San Bernardino        1         Retail
    96      Valley Village                    CA          91607      Los Angeles           1         Office
    97      Las Vegas                         NV          89108      Clark                 1         Retail
    98      Los Angeles                       CA          90028      Los Angeles           1         Retail
    99      Clute                             TX          77531      Brazoria              1         Multifamily
    100     Glendale                          AZ          85308      Maricopa              1         Retail
    101     Lawndale                          CA          90260      Los Angeles           1         Retail
    102     Calabasas                         CA          91302      Los Angeles           1         Office
    103     San Marcos                        CA          92069      San Diego             1         Industrial
    104     Various                           TX         Various     Hidalgo               4         Various
  104.01    Mission                           TX          78572      Hidalgo               1         Retail
  104.02    Weslaco                           TX          78596      Hidalgo               1         Retail
  104.03    San Juan                          TX          78589      Hidalgo               1         Retail
  104.04    Weslaco                           TX          78596      Hidalgo               1         Office
    105     Jacksonville                      FL          32216      Duval                 1         Retail
    106     El Paso                           TX          79904      El Paso               1         Multifamily
    107     Fargo                             ND          58102      Cass                  1         Office
    108     Brooklyn                          NY          11204      Kings                 1         Retail
    109     Los Angeles                       CA          90021      Los Angeles           1         Industrial
    110     Valley Village                    CA          91607      Los Angeles           1         Office
    111     Upper Uwchlan Township            PA          19341      Chester               1         Retail
    112     Danbury                           CT          06810      Fairfield             1         Self Storage
    113     Oklahoma City                     OK          73135      Oklahoma              1         Multifamily
    114     Goleta                            CA          93117      Santa Barbara         1         Industrial
    115     Santa Fe                          NM          87505      Santa Fe              1         Office
    116     Henderson                         NV          89012      Clark                 1         Office
    117     Firestone                         CO          80504      Weld                  1         Retail
    118     Atlanta                           GA          30319      DeKalb                1         Mixed Use
    119     Longmont                          CO          80501      Boulder               1         Retail
    120     Nixa                              MO          65714      Christian             1         Multifamily
    121     Chicago                           IL          60626      Cook                  1         Multifamily
    122     Texarkana                         AR          71854      Miller                1         Multifamily
    123     Pleasant Grove                    AL          35127      Jefferson             1         Retail
    124     Marietta                          GA          30068      Cobb                  1         Office
    125     Village of Bellevue               WI          54311      Brown                 1         Multifamily
    126     Poway                             CA          92064      San Diego             1         Retail
    127     Billings                          MT          59101      Yellowstone           1         Manufactured Housing
    128     New York                          NY          10013      New York              1         Office
    129     El Paso                           TX          79935      El Paso               1         Multifamily
    130     Chattanooga                       TN          37409      Hamilton              1         Retail
    131     Thousand Oaks                     CA          91361      Ventura               1         Office
    132     Conway                            AR          72032      Faulkner              1         Multifamily
    133     Ripley                            TN          38063      Lauderdale            1         Multifamily
    134     El Paso                           TX          79907      El Paso               1         Multifamily
    135     El Dorado                         AR          71730      Union                 1         Multifamily
</TABLE>




<TABLE>

                                                               TOTAL
                  PROPERTY                       YEAR         SF/UNITS         UNIT OF      OCCUPANCY %        OCCUPANCY
  LOAN #           SUBTYPE        YEAR BUILT   RENOVATED  (2),(3),(4),(5)    MEASURE(2)   (5),(6),(7),(8),(9)     DATE
  ------           -------        ----------   ---------  ---------------    ----------   -------------------     ----

     1      Anchored                 1966        1998              868,987   SF                      93.6       6/7/2005
     2      Suburban                Various     Various          2,008,886   SF                      79.9       Various
   2.01     Suburban                 1989                          133,259   SF                      94.1      4/22/2005
   2.02     Suburban                 1999                          117,456   SF                      67.0      4/22/2005
   2.03     Suburban                 1988                           80,559   SF                     100.0      4/22/2005
   2.04     Suburban                 1971        2000              119,086   SF                      80.1      4/22/2005
   2.05     Suburban                 1985                           96,933   SF                      95.6      4/22/2005
   2.06     Suburban                 1985                           95,367   SF                      68.4      4/22/2005
   2.07     Suburban                 1998                           91,000   SF                      93.2      4/22/2005
   2.08     Suburban                 1989                           81,428   SF                      88.4      4/22/2005
   2.09     Suburban                 1990                           71,054   SF                     100.0      4/22/2005
   2.10     Suburban                 1988                           60,578   SF                     100.0      4/22/2005
   2.11     Suburban                 1986        2003               67,352   SF                      78.5      4/22/2005
   2.12     Suburban                 1985                           58,319   SF                      89.6      4/22/2005
   2.13     Suburban                 1987                           58,781   SF                      83.7      4/22/2005
   2.14     Suburban                 1985        1999               82,421   SF                      68.7      4/22/2005
   2.15     Suburban                 1984                           49,368   SF                     100.0      4/22/2005
   2.16     Suburban                 1987                           44,071   SF                     100.0      4/22/2005
   2.17     Suburban                 1989                           60,895   SF                      36.5      4/22/2005
   2.18     Suburban                 1982        1997               57,917   SF                      75.3      4/22/2005
   2.19     Suburban                 1981                           77,179   SF                      72.1      4/22/2005
   2.20     Suburban                 1985                           60,871   SF                      61.7      4/22/2005
   2.21     Suburban                 1986                           44,533   SF                     100.0      4/22/2005
   2.22     Suburban                 1982                           41,382   SF                      79.9      4/22/2005
   2.23     Suburban                 1982                           36,824   SF                      81.6      4/22/2005
   2.24     Suburban                 1984                           54,865   SF                      35.0      4/22/2005
   2.25     Suburban                 1996                           40,708   SF                      71.6      4/22/2005
   2.26     Suburban                 1984                           33,125   SF                      85.4      4/22/2005
   2.27     Suburban                 1983                           34,536   SF                      51.0      4/22/2005
   2.28     Suburban                 1986        1998               40,615   SF                     100.0      4/22/2005
   2.29     Suburban                 1988                           26,568   SF                      72.1      4/22/2005
   2.30     Suburban                 1984                           21,300   SF                     100.0      4/22/2005
   2.31     Suburban                 1993                           15,000   SF                     100.0      4/22/2005
   2.32     Suburban                 1999                           32,525   SF                      35.0      6/23/2005
   2.33     Suburban                 1998                           23,011   SF                      26.3      6/23/2005
     3      CBD                      1987                        1,030,531   SF                      86.0       6/6/2005
     4      Anchored                 1995                          831,841   SF                      97.0      5/19/2005
     5      Anchored                 1999                          177,394   SF                      96.2       7/8/2005
     6      Limited Service         Various     Various                563   Rooms                   78.4      4/30/2005
   6.01     Limited Service          1985                              139   Rooms                   79.1      4/30/2005
   6.02     Limited Service          1983        2005                  176   Rooms                   73.2      4/30/2005
   6.03     Limited Service          1983        1997                  120   Rooms                   83.1      4/30/2005
   6.04     Limited Service          1985        1999                  128   Rooms                   80.5      4/30/2005
     7      Limited Service         Various     Various                506   Rooms                   79.3      4/30/2005
   7.01     Limited Service          1986        2002                  176   Rooms                   79.3      4/30/2005
   7.02     Limited Service          1989                              120   Rooms                   73.2      4/30/2005
   7.03     Limited Service          1989        2000                   96   Rooms                   85.4      4/30/2005
   7.04     Limited Service          1985        2004                  114   Rooms                   80.7      4/30/2005
     8      RV Park                 Various     Various              2,087   Pads                   100.0       5/1/2005
   8.01     RV Park                  1965                            1,400   Pads                   100.0       5/1/2005
   8.02     RV Park                  1978        2003                  500   Pads                   100.0       5/1/2005
   8.03     RV Park                  1960        2003                  187   Pads                   100.0       5/1/2005
     9      Retail/Self Storage     Various     Various            498,919   SF                      94.0       Various
   9.01     Anchored                 1984        2001              163,908   SF                      99.2      6/15/2005
   9.02     Anchored                 1981        1991               88,169   SF                      96.4       6/1/2005
   9.03     Unanchored               1975        2001               58,979   SF                      95.4      6/14/2005
   9.04     Unanchored               1978                           55,773   SF                      79.6      6/14/2005
   9.05     Unanchored               1971                           42,869   SF                      95.3      6/14/2005
   9.06     Unanchored               2004                           12,000   SF                     100.0      6/15/2005
   9.07     Self Storage             1997                           41,125   SF                      83.1      4/30/2005
   9.08     Unanchored               1983                           13,732   SF                     100.0      6/14/2005
   9.09     Unanchored               1997                           11,400   SF                      89.5      6/14/2005
   9.10     Unanchored               1984                           10,964   SF                      89.5      6/14/2005
    10      Self Storage            Various     Various            294,252   SF                      82.4      3/31/2005
   10.01    Self Storage             1931                          147,520   SF                      84.3      3/31/2005
   10.02    Self Storage             1970        1992               36,500   SF                      79.0      3/31/2005
   10.03    Self Storage             1982        1991               19,000   SF                      87.5      3/31/2005
   10.04    Self Storage             1948        1984                9,740   SF                      86.4      3/31/2005
   10.05    Self Storage             1950                            8,760   SF                      83.3      3/31/2005
   10.06    Self Storage             1982        1990               20,225   SF                      76.0      3/31/2005
   10.07    Self Storage             1969        1996               10,457   SF                      85.1      3/31/2005
   10.08    Self Storage             1967                           10,525   SF                      78.3      3/31/2005
   10.09    Self Storage             1970                           18,325   SF                      72.1      3/31/2005
   10.10    Self Storage             1983        1993               13,200   SF                      84.5      3/31/2005
    11      Various                 Various     Various                293   Units                   95.9       Various
   11.01    Garden                   1979                               79   Units                   97.5      4/14/2005
   11.02    Garden                   1956                               58   Units                   94.8      4/14/2005
   11.03    Suburban                 1984        1994               29,231   SF                     100.0       6/5/2005
   11.04    Suburban                 1981        2000               19,000   SF                      87.6       6/3/2005
   11.05    Garden                   1973                               40   Units                   87.5      4/14/2005
   11.06    Garden                   1972        2000                   30   Units                   96.7      4/14/2005
   11.07    Garden                   1979                               24   Units                   95.8      4/14/2005
   11.08    Garden                   1973                               30   Units                  100.0      4/14/2005
   11.09    Retail/Office            1997                           10,000   SF                     100.0       6/5/2005
   11.10    Suburban                 2001                            5,330   SF                     100.0       6/3/2005
   11.11    Suburban                 1998                            5,252   SF                     100.0       6/3/2005
   11.12    Garden                   1975                                8   Units                  100.0      4/14/2005
   11.13    Garden                   1975                                8   Units                  100.0      4/14/2005
   11.14    Garden                   1973                                8   Units                  100.0      4/14/2005
   11.15    Garden                   1971                                4   Units                  100.0      4/14/2005
   11.16    Garden                   1973                                4   Units                  100.0      4/14/2005
    12      Anchored                 1997                          161,090   SF                      97.5       6/1/2005
    13      Limited Service          1982        1997                  316   Rooms                   76.9      5/31/2005
    14      Self Storage            Various     Various            430,504   SF                      83.4      3/31/2005
   14.01    Self Storage             1912                           23,033   SF                      66.0      3/31/2005
   14.02    Self Storage             1999                           44,138   SF                      70.4      3/31/2005
   14.03    Self Storage             1982                           40,473   SF                      87.1      3/31/2005
   14.04    Self Storage             1978        2005               26,650   SF                      80.4      3/31/2005
   14.05    Self Storage             1953                           20,495   SF                      87.7      3/31/2005
   14.06    Self Storage             2001                           24,178   SF                      94.3      3/31/2005
   14.07    Self Storage             1992                           20,900   SF                      63.5      3/31/2005
   14.08    Self Storage             1980                           32,350   SF                      85.8      3/31/2005
   14.09    Self Storage             1989                           21,600   SF                      93.2      3/31/2005
   14.10    Self Storage             1984        1993               25,960   SF                      88.5      3/31/2005
   14.11    Self Storage             1990                           17,700   SF                      88.0      3/31/2005
   14.12    Self Storage             1984                           13,122   SF                      93.0      3/31/2005
   14.13    Self Storage             1930                           18,046   SF                      80.3      3/31/2005
   14.14    Self Storage             1950        1993               11,975   SF                      81.1      3/31/2005
   14.15    Self Storage             1970                           15,990   SF                      93.1      3/31/2005
   14.16    Self Storage             1957        1993               10,765   SF                      91.9      3/31/2005
   14.17    Self Storage             1982                           19,040   SF                      83.9      3/31/2005
   14.18    Self Storage             1982                           10,875   SF                      87.5      3/31/2005
   14.19    Self Storage             1965        1992               14,375   SF                      81.9      3/31/2005
   14.20    Self Storage             1935                           12,039   SF                      87.8      3/31/2005
   14.21    Self Storage             1975                            6,800   SF                      96.7      3/31/2005
    15      Retail/Office            1976        2001              223,154   SF                      76.4       5/1/2005
    16      Retail/Office            1997                          108,223   SF                      95.9       6/1/2005
    17      Anchored                 1970        2000              245,037   SF                      99.4       6/6/2005
    18      Self Storage            Various     Various            386,980   SF                      83.4      3/31/2005
   18.01    Self Storage             1958        1984               42,019   SF                      87.8      3/31/2005
   18.02    Self Storage             1950        1997               16,851   SF                      91.6      3/31/2005
   18.03    Self Storage             1978                           32,213   SF                      78.8      3/31/2005
   18.04    Self Storage             1970                           42,650   SF                      79.9      3/31/2005
   18.05    Self Storage             1980                           22,926   SF                      91.6      3/31/2005
   18.06    Self Storage             1959        1994               27,669   SF                      90.9      3/31/2005
   18.07    Self Storage             1960        1976               12,420   SF                      90.1      3/31/2005
   18.08    Self Storage             1990                           30,800   SF                      68.0      3/31/2005
   18.09    Self Storage             1950                           15,505   SF                      82.3      3/31/2005
   18.10    Self Storage             1953        1980               15,570   SF                      73.5      3/31/2005
   18.11    Self Storage             1978                           12,264   SF                      67.5      3/31/2005
   18.12    Self Storage             1972                           15,850   SF                      85.8      3/31/2005
   18.13    Self Storage             1959        1990               18,867   SF                      93.1      3/31/2005
   18.14    Self Storage             1969                           14,050   SF                      87.6      3/31/2005
   18.15    Self Storage             1969                           14,230   SF                      92.8      3/31/2005
   18.16    Self Storage             1948                           18,418   SF                      85.4      3/31/2005
   18.17    Self Storage             1979                           10,344   SF                      81.7      3/31/2005
   18.18    Self Storage             1959                            8,598   SF                      91.0      3/31/2005
   18.19    Self Storage             1951                           15,736   SF                      73.8      3/31/2005
    19      Anchored                 2001                          213,627   SF                      97.2      5/16/2005
    20      Suburban                 2001                          197,745   SF                      83.9      4/28/2005
    21      Anchored                 1990        2004              127,751   SF                      98.5       6/6/2005
    22      Unanchored               1979        2004              122,622   SF                     100.0      4/20/2005
    23      Shadow Anchored          2001                          123,454   SF                      96.3      5/12/2005
    24      Unanchored               1980        2003               57,657   SF                      98.1       7/8/2005
    25      Anchored                 1955        2000               28,702   SF                     100.0      5/31/2005
    26      Student Housing          2003                              288   Units                   99.7      6/20/2005
    27      Unanchored               1981        1990               60,159   SF                      98.3       6/7/2005
    28      Full Service             1990                              209   Rooms                   75.2      4/30/2005
    29      Full Service             2001                              151   Rooms                   70.5      4/22/2005
    30      Suburban                 1997                          125,052   SF                     100.0      6/30/2005
    31      Full Service             2001                              175   Rooms                   71.0      4/30/2005
    32      Garden                   1998                              256   Units                   96.9      5/10/2005
    33      Various                 Various     Various             77,268   SF                     100.0       Various
   33.01    Anchored                 1986        2005               61,197   SF                     100.0       6/1/2005
   33.02    Unanchored               1974                           13,991   SF                     100.0       6/1/2005
   33.03    Retail                   2001                           19,776   SF                     100.0       5/1/2005
    34      Retail/Office            1988                           99,565   SF                      94.6       6/2/2005
    35      Limited Service          1999                              137   Rooms                   78.6      4/30/2005
    36      Full Service             2001                              170   Rooms                   76.1      4/30/2005
    37      Garden                   1973                              296   Units                   95.9      6/13/2005
    38      Ground Lease             1997                          206,973   SF                     100.0       4/1/2005
    39      Retail/Office            1980        1992               71,926   SF                     100.0      7/12/2005
    40      Warehouse                1952        2004              868,019   SF                      86.5      3/15/2005
    41      Full Service             1999                              142   Rooms                   66.8      4/30/2005
    42      Unanchored               1982        2001              119,565   SF                      89.5       7/7/2005
    43      Anchored                 1960        2004               51,910   SF                      92.8      4/28/2005
    44      Office/Retail            1929        1993              123,680   SF                      83.4       5/1/2005
    45      Anchored                 1981        2004              239,687   SF                      84.8       2/1/2005
    46      Unanchored               1978        2004              151,744   SF                      99.5      4/30/2005
    47      Anchored                 1958        2000               79,304   SF                      93.8       7/1/2005
    48      Garden                  Various     Various                288   Units                   94.8       Various
   48.01    Garden                   1990                              144   Units                   93.1      7/25/2005
   48.02    Garden                   1985        2005                  144   Units                   96.5      5/10/2005
    49      Suburban                 1989                           72,000   SF                      96.5      6/10/2005
    50      Extended Stay            1999                              122   Rooms                   71.2      6/28/2005
    51      Suburban                 1997        2004              111,893   SF                     100.0      2/15/2005
    52      Unanchored               1965                           84,667   SF                      97.5       7/1/2005
    53      Extended Stay            2002                               96   Rooms                   82.0      4/30/2005
    54      Manufactured Housing     1978        2003                  255   Pads                   100.0       5/1/2005
    55      Suburban                 1981        2000               75,250   SF                     100.0       5/1/2005
    56      Limited Service          2002                              129   Rooms                   74.6      6/28/2005
    57      Single Tenant            2001                           57,708   SF                     100.0       6/1/2005
    58      Limited Service          1998                              125   Rooms                   70.8      4/30/2005
    59      Full Service             2001                              128   Rooms                   80.5      3/31/2005
    60      Garden                   1983        2003                  274   Units                   94.5      5/25/2005
    61      Warehouse                1986        1995              113,910   SF                     100.0      5/16/2005
    62      Flex Office              2000                          124,282   SF                      81.6       5/4/2005
    63      Self Storage             1999                           77,691   SF                      97.5      5/10/2005
    64      Unanchored               2003                           50,137   SF                     100.0       5/1/2005
    65      Retail/Office            1984        1999              182,852   SF                      81.7       5/1/2005
    66      Warehouse                1994        2001              100,000   SF                     100.0      5/23/2005
    67      Office/Retail            1850        1989              169,683   SF                      88.4      5/19/2005
    68      Garden                   1984                              240   Units                   96.7      5/25/2005
    69      Conventional             1972        2005                  172   Units                   93.0       4/1/2005
    70      Limited Service          2000                              170   Rooms                   64.0      3/31/2005
    71      Retail/Office            1936        1993               18,267   SF                     100.0      5/31/2005
    72      Anchored                 1967        2004              118,585   SF                      98.0       5/5/2005
    73      Unanchored               1932        2000               22,285   SF                      92.2      7/15/2005
    74      Warehouse                1974                           74,400   SF                     100.0      5/18/2005
    75      Unanchored               1979        2000               13,133   SF                     100.0       6/2/2005
    76      Warehouse                1975        2004              111,471   SF                     100.0      1/10/2005
    77      Suburban                 1980        2005               37,478   SF                      90.8       5/1/2005
    78      Suburban                 2003                           48,578   SF                      92.2      3/17/2005
    79      Garden                   1984                              144   Units                   95.8       4/1/2005
    80      Medical                  2004                           49,202   SF                      90.3       5/4/2005
    81      Suburban                 1980        1990               44,082   SF                     100.0       4/1/2005
    82      Garden                   2005                              122   Units                   95.1       8/1/2005
    83      Warehouse                1945        1999              121,153   SF                      98.3       6/1/2005
    84      Office/Retail            1988        2003               30,127   SF                      95.4      4/30/2005
    85      Suburban                 1960                           35,075   SF                      96.3       4/1/2005
    86      Garden                   2002        2004                  132   Units                   93.2      5/10/2005
    87      Limited Service          2003                               87   Rooms                   84.3      3/31/2005
    88      Limited Service          1988        2003                  121   Rooms                   80.3      4/30/2005
    89      Shadow Anchored          2000                           25,747   SF                      95.3       4/5/2005
    90      Unanchored               2005                           22,740   SF                      66.2       8/3/2005
    91      Self Storage             2001        2005                  930   Units                   62.4      4/30/2005
    92      Limited Service          1971        2003                   80   Rooms                   74.5      3/31/2005
    93      Unanchored               1986                           50,385   SF                      88.5      5/13/2005
    94      Garden                   1968                               67   Units                  100.0      5/25/2005
    95      Anchored                 2004                           44,775   SF                     100.0       8/1/2005
    96      Medical                  1965        2003               28,315   SF                     100.0      4/18/2005
    97      Unanchored               1999        2001               25,932   SF                      92.5       5/1/2005
    98      Unanchored               1990                           24,560   SF                      89.1       5/1/2005
    99      Garden                   1983        2002                  216   Units                   90.7      6/21/2005
    100     Unanchored               1987                           44,893   SF                     100.0      5/25/2005
    101     Unanchored               2004                           25,956   SF                      91.1       7/1/2005
    102     Suburban                 1986        2004               52,833   SF                      96.6       4/1/2005
    103     Flex                     1990                           63,000   SF                     100.0       7/1/2005
    104     Various                 Various                         60,662   SF                      88.8       4/1/2005
  104.01    Shadow Anchored          1998                           15,006   SF                     100.0       4/1/2005
  104.02    Unanchored               1997                           21,076   SF                      94.3       4/1/2005
  104.03    Unanchored               1998                           14,980   SF                      84.0       4/1/2005
  104.04    Suburban                 2001                            9,600   SF                      66.7       4/1/2005
    105     Unanchored               1972        1984               43,633   SF                     100.0      4/12/2005
    106     Garden                   1970        1977                  209   Units                   94.7      5/25/2005
    107     Suburban                 1926        1994               69,683   SF                      88.8       6/1/2005
    108     Anchored                 1929                           17,100   SF                     100.0       4/6/2005
    109     Warehouse                1957                          100,300   SF                     100.0      5/25/2005
    110     Medical                  1975        2003               28,565   SF                     100.0      4/13/2005
    111     Anchored                 2005                           18,624   SF                      64.3      4/26/2005
    112     Self Storage             1999        2004                  623   Units                   82.0      4/26/2005
    113     Garden                   1974        2003                  224   Units                   90.2      3/31/2005
    114     Flex                     1978        2004               29,548   SF                     100.0      4/21/2005
    115     Medical                  1985        2005               19,290   SF                     100.0      4/18/2005
    116     Suburban                 2000                           24,726   SF                     100.0       6/8/2005
    117     Shadow Anchored          2003                           22,603   SF                      91.1       3/1/2005
    118     Office/Retail            2002                           20,690   SF                      86.6      7/15/2005
    119     Single Tenant            2005                           13,813   SF                     100.0       5/8/2005
    120     Garden                   1997                               70   Units                   90.0       5/1/2005
    121     Garden                   1925        2004                   40   Units                  100.0      4/28/2005
    122     Section 42               2004                               72   Units                   91.7       7/1/2005
    123     Anchored                 1990        2004               45,273   SF                     100.0      5/31/2005
    124     Suburban                 1998                           25,610   SF                     100.0      4/15/2005
    125     Garden                   2003                               64   Units                   98.4       6/2/2005
    126     Anchored                 1972        1989               25,600   SF                     100.0       6/1/2005
    127     Manufactured Housing     1975        1996                  216   Pads                    92.1       6/1/2005
    128     Urban                    1901        1997                6,468   SF                     100.0       5/6/2005
    129     Garden                   1984                               86   Units                   97.7      5/25/2005
    130     Single Tenant            1983        2004               13,235   SF                     100.0       5/2/2005
    131     Single Tenant            1990                            4,183   SF                     100.0      6/16/2005
    132     Student Housing          2003                               32   Units                   96.9       7/1/2005
    133     Section 42               2003                               64   Units                   90.6       6/1/2005
    134     Garden                   1982                               48   Units                   93.8      5/25/2005
    135     Garden                   2004                               19   Units                  100.0      5/27/2005
</TABLE>



<TABLE>

                  APPRAISED         APPRAISAL       CUT-OFF DATE       ORIGINAL        ORIGINAL BALANCE     CUT-OFF DATE
   LOAN #       VALUE ($)(10)         DATE        LTV (%)(11),(12)  BALANCE ($)(13)    PER UNIT ($)(5)    BALANCE ($)(13)
   ------       -------------         ----        ----------------  ---------------    ---------------    ---------------

      1          265,000,000        6/3/2005            70.9          188,000,000            216            187,796,151
      2          203,030,000         Various            78.8          160,000,000             80            160,000,000
    2.01         16,750,000         5/19/2005                         14,000,000                             14,000,000
    2.02         14,980,000         5/18/2005                         11,000,000                             11,000,000
    2.03         10,750,000         5/19/2005                          8,500,000                             8,500,000
    2.04         10,780,000         5/16/2005                          8,200,000                             8,200,000
    2.05          9,200,000         5/19/2005                          7,500,000                             7,500,000
    2.06          9,270,000         5/19/2005                          7,250,000                             7,250,000
    2.07          8,160,000         5/17/2005                          6,750,000                             6,750,000
    2.08          8,750,000         5/19/2005                          6,500,000                             6,500,000
    2.09          8,000,000         5/19/2005                          6,500,000                             6,500,000
    2.10          7,900,000         5/19/2005                          6,500,000                             6,500,000
    2.11          7,420,000         5/18/2005                          6,000,000                             6,000,000
    2.12          6,800,000         5/19/2005                          5,600,000                             5,600,000
    2.13          6,550,000         5/19/2005                          5,350,000                             5,350,000
    2.14          6,920,000         5/17/2005                          5,000,000                             5,000,000
    2.15          5,900,000         5/19/2005                          5,000,000                             5,000,000
    2.16          5,750,000         5/19/2005                          4,850,000                             4,850,000
    2.17          6,180,000         5/18/2005                          4,500,000                             4,500,000
    2.18          5,490,000         5/17/2005                          4,200,000                             4,200,000
    2.19          5,720,000         5/19/2005                          4,000,000                             4,000,000
    2.20          5,810,000         5/19/2005                          3,850,000                             3,850,000
    2.21          4,800,000         5/19/2005                          3,850,000                             3,850,000
    2.22          4,200,000         5/19/2005                          3,250,000                             3,250,000
    2.23          3,870,000         5/19/2005                          3,150,000                             3,150,000
    2.24          3,790,000         5/19/2005                          3,100,000                             3,100,000
    2.25          3,510,000         5/17/2005                          2,850,000                             2,850,000
    2.26          3,400,000         5/19/2005                          2,650,000                             2,650,000
    2.27          3,130,000         5/19/2005                          2,500,000                             2,500,000
    2.28          2,600,000         5/17/2005                          2,150,000                             2,150,000
    2.29          2,450,000         5/19/2005                          2,000,000                             2,000,000
    2.30          2,450,000         5/19/2005                          2,000,000                             2,000,000
    2.31          1,750,000         5/18/2005                          1,450,000                             1,450,000
    2.32                                                                   0                                     0
    2.33                                                                   0                                     0
      3          253,000,000        5/31/2005           51.4          130,000,000            126            130,000,000
      4          700,000,000        5/12/2005           42.9          100,000,000            120            100,000,000
      5          170,000,000        7/1/2005            45.6          77,500,000             437             77,500,000
      6          67,000,000          Various            74.9          50,200,000            89,165           50,200,000
    6.01         23,200,000         3/29/2005                         17,382,687                             17,382,687
    6.02         19,600,000         3/28/2005                         14,685,373                             14,685,373
    6.03         15,200,000         3/28/2005                         11,388,657                             11,388,657
    6.04          9,000,000         3/30/2005                          6,743,284                             6,743,284
      7          58,000,000          Various            75.0          43,490,000            85,949           43,490,000
    7.01         20,800,000         3/29/2005                         15,596,414                             15,596,414
    7.02         15,500,000         3/24/2005                         11,622,328                             11,622,328
    7.03         11,400,000         3/25/2005                          8,548,034                             8,548,034
    7.04         10,300,000         3/30/2005                          7,723,224                             7,723,224
      8          56,200,000          Various            73.8          41,500,000            19,885           41,464,994
    8.01         29,420,000         5/10/2005                         21,572,170                             21,553,973
    8.02         20,110,000         5/10/2005                         14,603,302                             14,590,984
    8.03          6,670,000         5/10/2005                          5,324,528                             5,320,037
      9          51,910,000         4/25/2005           76.7          39,800,000              80             39,800,000
    9.01         13,800,000         4/25/2005                         10,580,620                             10,580,620
    9.02         12,100,000         4/25/2005                          9,277,211                             9,277,211
    9.03          7,200,000         4/25/2005                          5,520,324                             5,520,324
    9.04          5,500,000         4/25/2005                          4,216,914                             4,216,914
    9.05          3,900,000         4/25/2005                          2,990,175                             2,990,175
    9.06          3,850,000         4/25/2005                          2,951,840                             2,951,840
    9.07          1,750,000         4/25/2005                          1,341,745                             1,341,745
    9.08          1,600,000         4/25/2005                          1,226,739                             1,226,739
    9.09          1,110,000         4/25/2005                           851,050                               851,050
    9.10          1,100,000         4/25/2005                           843,383                               843,383
     10          47,468,000          Various            76.4          36,313,000             123             36,263,716
    10.01        35,900,000         5/1/2005                          27,463,485                             27,426,211
    10.02         2,450,000         5/1/2005                           1,874,249                             1,871,705
    10.03         1,625,000         5/21/2005                          1,243,124                             1,241,437
    10.04         1,280,000         5/1/2005                            979,199                               977,870
    10.05         1,260,000         5/1/2005                            963,899                               962,591
    10.06         1,210,000         5/1/2005                            925,649                               924,393
    10.07         1,100,000         5/1/2005                            841,500                               840,357
    10.08          998,000          5/1/2005                            763,470                               762,433
    10.09          870,000          4/26/2005                           665,550                               664,646
    10.10          775,000          5/1/2005                            592,875                               592,070
     11          53,450,000          Various            63.6          34,000,000           116,041           34,000,000
    11.01         8,700,000         4/14/2005                          5,419,000                             5,419,000
    11.02         6,800,000         4/14/2005                          5,100,000                             5,100,000
    11.03         4,850,000         4/15/2005                          3,875,000                             3,875,000
    11.04         6,600,000         4/25/2005                          3,358,000                             3,358,000
    11.05         4,400,000         4/14/2005                          2,970,000                             2,970,000
    11.06         3,800,000         4/14/2005                          2,590,000                             2,590,000
    11.07         3,500,000         4/14/2005                          2,130,000                             2,130,000
    11.08         3,400,000         4/15/2005                          1,953,000                             1,953,000
    11.09         2,150,000         4/15/2005                          1,720,000                             1,720,000
    11.10         1,550,000         4/25/2005                          1,240,000                             1,240,000
    11.11         1,700,000         4/25/2005                          1,211,000                             1,211,000
    11.12         1,500,000         4/14/2005                           800,000                               800,000
    11.13         1,500,000         4/14/2005                           560,000                               560,000
    11.14         1,400,000         4/14/2005                           505,000                               505,000
    11.15          800,000          4/14/2005                           290,000                               290,000
    11.16          800,000          4/14/2005                           279,000                               279,000
     12          41,100,000         6/12/2005           77.9          32,000,000             199             32,000,000
     13          40,800,000         7/1/2005            74.8          30,499,990            96,519           30,499,990
     14          35,245,000          Various            74.8          26,384,000              61             26,348,192
    14.01         4,430,000         5/1/2005                           3,316,247                             3,311,746
    14.02         3,370,000         5/1/2005                           2,522,743                             2,519,319
    14.03         2,800,000         5/1/2005                           2,096,048                             2,093,203
    14.04         2,660,000         5/4/2005                           1,991,245                             1,988,543
    14.05         2,140,000         5/1/2005                           1,601,979                             1,599,805
    14.06         1,890,000         4/24/2005                          1,414,832                             1,412,912
    14.07         1,825,000         4/16/2005                          1,366,174                             1,364,320
    14.08         1,680,000         5/1/2005                           1,257,629                             1,255,922
    14.09         1,670,000         5/1/2005                           1,250,143                             1,248,446
    14.10         1,600,000         4/29/2005                          1,197,742                             1,196,116
    14.11         1,480,000         5/1/2005                           1,107,911                             1,106,407
    14.12         1,300,000         5/1/2005                            973,165                               971,844
    14.13         1,150,000         4/28/2005                           860,877                               859,708
    14.14         1,150,000         4/21/2005                           860,877                               859,708
    14.15         1,000,000         5/4/2005                            748,588                               747,572
    14.16         1,000,000         5/1/2005                            748,588                               747,572
    14.17          960,000          5/1/2005                            718,645                               717,670
    14.18          940,000          5/1/2005                            703,673                               702,718
    14.19          825,000          5/1/2005                            617,585                               616,747
    14.20          800,000          5/1/2005                            598,871                               598,058
    14.21          575,000          5/1/2005                            430,438                               429,854
     15          40,100,000         4/14/2005           64.8          26,000,000             117             26,000,000
     16          33,000,000         5/3/2005            75.8          25,000,000             231             25,000,000
     17          37,400,000         3/1/2005            66.8          25,000,000             102             25,000,000
     18          32,620,000          Various            74.3          24,274,000              63             24,241,055
    18.01         3,250,000         5/1/2005                           2,418,470                             2,415,188
    18.02         2,800,000         5/1/2005                           2,083,605                             2,080,777
    18.03         2,410,000         5/5/2005                           1,793,389                             1,790,955
    18.04         2,350,000         5/8/2005                           1,748,740                             1,746,367
    18.05         2,275,000         5/1/2005                           1,692,929                             1,690,632
    18.06         2,100,000         4/18/2005                          1,562,704                             1,560,583
    18.07         2,000,000         4/27/2005                          1,488,289                             1,486,269
    18.08         1,950,000         4/28/2005                          1,451,082                             1,449,113
    18.09         1,630,000         5/1/2005                           1,212,956                             1,211,310
    18.10         1,510,000         5/1/2005                           1,123,658                             1,122,133
    18.11         1,440,000         4/26/2005                          1,071,568                             1,070,114
    18.12         1,325,000         4/15/2005                           985,992                               984,654
    18.13         1,300,000         4/15/2005                           967,388                               966,075
    18.14         1,300,000         5/1/2005                            967,388                               966,075
    18.15         1,250,000         5/1/2005                            930,181                               928,918
    18.16         1,250,000         4/25/2005                           930,181                               928,918
    18.17         1,010,000         5/1/2005                            751,586                               750,566
    18.18          790,000          5/1/2005                            587,874                               587,076
    18.19          680,000          4/21/2005                           506,018                               505,332
     19          34,500,000         5/19/2005           66.7          23,000,000             108             23,000,000
     20          29,500,000         1/1/2006            77.1          22,750,000             115             22,750,000
     21          33,000,000         6/15/2005           68.2          22,500,000             176             22,500,000
     22          28,000,000         3/23/2005           80.0          22,400,000             183             22,400,000
     23          27,600,000         4/18/2005           76.1          21,000,000             170             21,000,000
     24          28,000,000         6/20/2005           72.9          20,400,000             354             20,400,000
     25          34,600,000         6/13/2005           57.8          20,000,000             697             20,000,000
     26          26,700,000         4/5/2005            74.7          19,950,000            69,271           19,950,000
     27          26,500,000         5/3/2005            74.9          19,875,000             330             19,854,763
     28          27,100,000         7/1/2005            66.4          18,000,000            86,124           18,000,000
     29          24,500,000         6/1/2005            73.5          18,000,000           119,205           18,000,000
     30          24,000,000         6/1/2005            74.0          17,750,000             142             17,750,000
     31          27,900,000         5/4/2005            60.9          17,000,000            97,143           17,000,000
     32          23,200,000         5/4/2005            69.8          16,200,000            63,281           16,200,000
     33          24,300,000          Various            63.8          15,500,000             201             15,500,000
    33.01        19,000,000        12/19/2005                         11,700,000                             11,700,000
    33.02         4,300,000         5/19/2005                          3,000,000                             3,000,000
    33.03         1,000,000         5/19/2005                           800,000                               800,000
     34          19,300,000         5/20/2005           79.6          15,360,000             154             15,360,000
     35          22,000,000         6/1/2005            69.4          15,300,465           111,682           15,271,822
     36          21,000,000         3/22/2005           69.4          14,600,000            85,882           14,580,739
     37          18,000,000         4/20/2005           77.7          14,000,000            47,297           13,985,297
     38          18,600,000         4/1/2005            75.1          14,000,000              68             13,968,558
     39          17,200,000         8/1/2007            80.2          13,800,000             192             13,800,000
     40          16,710,000         5/1/2005            79.0          13,200,000              15             13,200,000
     41          17,800,000         3/23/2005           69.0          12,300,000            86,620           12,283,739
     42          15,200,000         3/7/2005            80.0          12,160,000             102             12,160,000
     43          15,475,000         5/4/2005            77.5          12,000,000             231             12,000,000
     44          15,100,000         6/1/2005            79.5          12,000,000              97             12,000,000
     45          16,000,000         1/5/2006            74.1          11,850,000              49             11,850,000
     46          14,900,000         5/9/2005            72.5          10,800,000              71             10,800,000
     47          13,800,000         6/8/2005            78.3          10,800,000             136             10,800,000
     48          13,200,000          Various            76.5          10,100,000            35,069           10,100,000
    48.01         7,100,000         6/8/2005                           5,432,576                             5,432,576
    48.02         6,100,000         5/24/2005                          4,667,424                             4,667,424
     49          12,500,000         4/15/2005           80.0          10,000,000             139             10,000,000
     50          14,100,000         5/18/2005           70.9          10,000,000            81,967           10,000,000
     51          13,100,000         5/11/2005           72.5           9,500,000              85             9,500,000
     52          13,000,000         5/16/2005           73.1           9,500,000             112             9,500,000
     53          12,700,000         5/19/2005           74.7           9,500,000            98,958           9,487,077
     54          11,700,000         4/29/2005           79.9           9,350,000            36,667           9,350,000
     55          13,900,000         5/6/2005            64.7           9,000,000             120             9,000,000
     56          12,000,000         6/7/2005            75.0           9,000,000            69,767           9,000,000
     57          13,500,000         5/10/2005           65.1           8,800,000             152             8,787,121
     58          12,400,000         6/1/2005            69.2           8,601,328            68,811           8,585,226
     59          15,000,000         6/1/2005            56.7           8,500,000            66,406           8,500,000
     60          11,000,000         5/12/2005           77.3           8,500,000            31,022           8,500,000
     61          11,200,000         5/25/2005           74.1           8,300,000              73             8,300,000
     62          12,750,000         4/29/2005           64.9           8,300,000              67             8,275,393
     63          11,000,000         1/14/2005           75.0           8,250,000             106             8,250,000
     64          12,000,000         4/3/2005            66.7           8,000,000             160             8,000,000
     65          15,900,000         4/26/2005           50.2           8,000,000              44             7,988,227
     66          10,600,000         5/27/2005           75.0           7,950,000              80             7,950,000
     67          11,200,000         5/23/2005           70.5           7,900,000              47             7,900,000
     68           9,700,000         5/12/2005           79.4           7,700,000            32,083           7,700,000
     69           9,800,000         4/5/2005            77.6           7,600,000            44,186           7,600,000
     70          11,500,000         6/6/2005            65.2           7,500,000            44,118           7,500,000
     71          12,000,000         4/26/2005           62.4           7,500,000             411             7,492,813
     72          10,500,000         4/24/2005           70.5           7,400,000              62             7,400,000
     73          10,085,000         4/5/2005            70.9           7,150,000             321             7,150,000
     74           9,400,000         5/13/2005           75.0           7,050,000              95             7,050,000
     75          14,100,000         6/13/2005           49.6           7,000,000             533             7,000,000
     76           9,400,000         2/16/2005           73.1           6,875,000              62             6,875,000
     77           8,600,000         5/5/2005            77.3           6,650,000             177             6,650,000
     78           8,450,000         7/1/2005            78.3           6,625,000             136             6,618,287
     79           9,000,000         4/26/2005           72.2           6,500,000            45,139           6,500,000
     80           8,500,000         5/31/2005           76.5           6,500,000             132             6,500,000
     81           8,735,000         4/25/2005           73.3           6,400,000             145             6,400,000
     82           8,000,000         8/1/2005            78.0           6,240,000            51,148           6,240,000
     83           7,500,000         3/18/2005           80.0           6,000,000              50             6,000,000
     84           8,600,000         5/5/2005            68.6           5,900,000             196             5,900,000
     85           7,800,000         5/4/2005            73.1           5,700,000             163             5,700,000
     86           7,600,000         6/8/2005            72.4           5,500,000            41,667           5,500,000
     87           8,400,000         6/1/2005            65.5           5,500,000            63,218           5,500,000
     88           7,900,000         4/21/2005           68.9           5,450,000            45,041           5,442,838
     89           7,410,000         4/6/2005            73.0           5,410,000             210             5,410,000
     90           8,170,000         5/2/2005            66.1           5,400,000             237             5,400,000
     91           9,300,000         5/18/2005           58.0           5,400,000            5,806            5,392,945
     92           7,100,000         3/18/2005           74.9           5,325,000            66,563           5,317,743
     93           7,425,000         6/6/2005            71.5           5,310,000             105             5,310,000
     94           8,000,000         5/23/2005           66.2           5,300,000            79,104           5,294,460
     95           7,000,000         5/3/2005            71.4           5,000,000             112             5,000,000
     96           6,200,000         4/29/2005           79.0           4,900,000             173             4,900,000
     97           6,450,000         5/12/2005           75.0           4,840,000             187             4,840,000
     98           7,500,000         4/19/2005           64.0           4,800,000             195             4,800,000
     99           6,100,000         6/8/2005            78.7           4,800,000            22,222           4,800,000
     100          7,000,000         4/15/2005           68.6           4,800,000             107             4,800,000
     101          7,000,000         7/13/2005           68.3           4,800,000             185             4,780,098
     102          9,500,000         4/10/2005           50.0           4,750,000              90             4,750,000
     103          6,300,000         6/2/2005            72.9           4,594,000              73             4,594,000
     104          8,970,000          Various            51.5           4,625,000              76             4,615,681
   104.01         2,400,000         2/14/2005                          1,500,000                             1,496,978
   104.02         3,100,000         5/14/2005                          1,450,000                             1,447,079
   104.03         2,100,000         2/14/2005                          1,300,000                             1,297,381
   104.04         1,370,000         2/14/2005                           375,000                               374,244
     105          5,800,000         2/1/2005            79.3           4,600,000             105             4,600,000
     106          6,550,000         5/18/2005           69.5           4,550,000            21,770           4,550,000
     107          5,700,000         5/31/2005           78.1           4,450,000              64             4,450,000
     108          5,650,000         4/6/2005            75.2           4,250,000             249             4,250,000
     109          7,100,000         5/16/2005           57.7           4,100,000              41             4,094,197
     110          5,080,000         4/29/2005           79.2           4,025,000             141             4,025,000
     111          5,400,000         3/8/2005            74.1           4,000,000             215             4,000,000
     112          5,300,000         4/19/2005           75.3           4,000,000            6,421            3,991,834
     113          5,100,000         4/15/2005           76.3           3,900,000            17,411           3,892,359
     114          5,200,000         4/1/2005            74.7           3,885,000             131             3,885,000
     115          5,450,000         5/1/2005            70.6           3,850,000             200             3,846,437
     116          7,600,000         6/1/2005            50.1           3,805,000             154             3,805,000
     117          6,200,000         4/4/2005            61.2           3,800,000             168             3,792,242
     118          4,700,000         5/16/2005           76.0           3,575,000             173             3,571,507
     119          5,100,000         4/1/2005            68.0           3,472,000             251             3,468,595
     120          4,400,000         4/29/2005           74.9           3,300,000            47,143           3,296,760
     121          4,000,000         4/18/2005           75.0           3,000,000            75,000           3,000,000
     122          3,300,000         6/23/2005           85.0           2,805,000            38,958           2,805,000
     123          3,506,000         3/18/2005           79.9           2,800,000              62             2,800,000
     124          3,400,000         4/7/2005            79.8           2,720,000             106             2,712,276
     125          3,400,000         6/14/2005           77.8           2,646,000            41,344           2,646,000
     126          4,590,000         6/20/2005           50.1           2,300,000              90             2,300,000
     127          4,750,000         4/14/2005           48.3           2,300,000            10,648           2,295,823
     128          6,000,000         5/6/2005            35.8           2,150,000             332             2,150,000
     129          3,000,000         5/13/2005           65.5           1,965,000            22,849           1,965,000
     130          2,700,000         4/7/2005            70.2           1,900,000             144             1,894,756
     131          2,500,000         6/27/2005           74.0           1,850,000             442             1,850,000
     132          2,300,000         7/14/2005           80.0           1,840,000            57,500           1,840,000
     133          1,950,000         6/21/2005           84.6           1,650,000            25,781           1,650,000
     134          1,620,000         5/16/2005           56.1            910,000             18,958            908,598
     135          1,579,000         6/23/2005           47.4            748,000             39,368            748,000
</TABLE>



<TABLE>

                             CUT-OFF DATE                                                        NET
             % OF INITIAL       BALANCE       CROSSED        RELATED       INTEREST    ADMIN.    MORTGAGE
  LOAN #     POOL BALANCE    PER UNIT ($)(5)  LOAN(14)    BORROWER(15)      RATE %    FEE %(16) RATE %(16)  ACCRUAL TYPE
  ------     ------------    ---------------  --------    ------------      ------    --------- ----------  ------------

     1                9.1        216          No               15           4.9139     0.0311     4.8828     Actual/360
     2                7.8         80          No                            4.9590     0.0511     4.9079     Actual/360
   2.01               0.7
   2.02               0.5
   2.03               0.4
   2.04               0.4
   2.05               0.4
   2.06               0.4
   2.07               0.3
   2.08               0.3
   2.09               0.3
   2.10               0.3
   2.11               0.3
   2.12               0.3
   2.13               0.3
   2.14               0.2
   2.15               0.2
   2.16               0.2
   2.17               0.2
   2.18               0.2
   2.19               0.2
   2.20               0.2
   2.21               0.2
   2.22               0.2
   2.23               0.2
   2.24               0.2
   2.25               0.1
   2.26               0.1
   2.27               0.1
   2.28               0.1
   2.29               0.1
   2.30               0.1
   2.31               0.1
   2.32               0.0
   2.33               0.0
     3                6.3        126         No                             4.8060     0.0311     4.7749     Actual/360
     4                4.9        120         No                             4.6901     0.0311     4.6590     Actual/360
     5                3.8        437         No                             4.6470     0.0311     4.6159     Actual/360
     6                2.4       89,165       No                 7           5.3175     0.0311     5.2864     Actual/360
   6.01               0.8
   6.02               0.7
   6.03               0.6
   6.04               0.3
     7                2.1       85,949       No                 6           5.3175     0.0311     5.2864     Actual/360
   7.01               0.8
   7.02               0.6
   7.03               0.4
   7.04               0.4
     8                2.0       19,868       No                             5.9330     0.0311     5.9019     Actual/360
   8.01               1.0
   8.02               0.7
   8.03               0.3
     9                1.9         80         No                             5.6780     0.1311     5.5469     Actual/360
   9.01               0.5
   9.02               0.5
   9.03               0.3
   9.04               0.2
   9.05               0.1
   9.06               0.1
   9.07               0.1
   9.08               0.1
   9.09               0.0
   9.10               0.0
    10                1.8        123         14, 18          14, 18         5.6820     0.0311     5.6509     Actual/360
   10.01              1.3
   10.02              0.1
   10.03              0.1
   10.04              0.0
   10.05              0.0
   10.06              0.0
   10.07              0.0
   10.08              0.0
   10.09              0.0
   10.10              0.0
    11                1.7      116,041       No                             5.4700     0.0311     5.4389     Actual/360
   11.01              0.3
   11.02              0.2
   11.03              0.2
   11.04              0.2
   11.05              0.1
   11.06              0.1
   11.07              0.1
   11.08              0.1
   11.09              0.1
   11.10              0.1
   11.11              0.1
   11.12              0.0
   11.13              0.0
   11.14              0.0
   11.15              0.0
   11.16              0.0
    12                1.6        199         No                             5.1100     0.0311     5.0789     Actual/360
    13                1.5       96,519       No                             6.1700     0.0311     6.1389     Actual/360
    14                1.3         61         10, 18          10, 18         5.6820     0.0311     5.6509     Actual/360
   14.01              0.2
   14.02              0.1
   14.03              0.1
   14.04              0.1
   14.05              0.1
   14.06              0.1
   14.07              0.1
   14.08              0.1
   14.09              0.1
   14.10              0.1
   14.11              0.1
   14.12              0.0
   14.13              0.0
   14.14              0.0
   14.15              0.0
   14.16              0.0
   14.17              0.0
   14.18              0.0
   14.19              0.0
   14.20              0.0
   14.21              0.0
    15                1.3        117         No                 1           5.0298     0.0311     4.9987     Actual/360
    16                1.2        231         No              23, 42         5.4690     0.0311     5.4379     Actual/360
    17                1.2        102         No                             5.5000     0.0311     5.4689     Actual/360
    18                1.2         63         10, 14          10, 14         5.6820     0.0311     5.6509     Actual/360
   18.01              0.1
   18.02              0.1
   18.03              0.1
   18.04              0.1
   18.05              0.1
   18.06              0.1
   18.07              0.1
   18.08              0.1
   18.09              0.1
   18.10              0.1
   18.11              0.1
   18.12              0.0
   18.13              0.0
   18.14              0.0
   18.15              0.0
   18.16              0.0
   18.17              0.0
   18.18              0.0
   18.19              0.0
    19                1.1        108         No                             4.9900     0.0411     4.9489     Actual/360
    20                1.1        115         No                             5.3975     0.0311     5.3664     Actual/360
    21                1.1        176         No                             5.0000     0.0611     4.9389     Actual/360
    22                1.1        183         No                             5.4140     0.0311     5.3829     Actual/360
    23                1.0        170         No              16, 42         5.2200     0.0311     5.1889     Actual/360
    24                1.0        354         No                             5.1500     0.0311     5.1189     Actual/360
    25                1.0        697         No                75           5.6000     0.0311     5.5689     Actual/360
    26                1.0       69,271       No                             5.2100     0.0411     5.1689     Actual/360
    27                1.0        330         No                             5.1800     0.0311     5.1489     Actual/360
    28                0.9       86,124       No                             5.6940     0.0311     5.6629     Actual/360
    29                0.9      119,205       No                             5.1800     0.0311     5.1489     Actual/360
    30                0.9        142         No                             5.1800     0.0911     5.0889     Actual/360
    31                0.8       97,143       No                             5.8000     0.0311     5.7689     Actual/360
    32                0.8       63,281       No                             5.0700     0.0311     5.0389     Actual/360
    33                0.8        201         No                             5.0600     0.0311     5.0289     Actual/360
   33.01              0.6
   33.02              0.1
   33.03              0.0
    34                0.7        154         No                             5.1800     0.0311     5.1489     Actual/360
    35                0.7      111,473       No                58           7.4000     0.0311     7.3689     Actual/360
    36                0.7       85,769       41                41           5.8300     0.0311     5.7989     Actual/360
    37                0.7       47,248       No                             5.0500     0.0811     4.9689     Actual/360
    38                0.7         67         No                             5.0500     0.0311     5.0189     Actual/360
    39                0.7        192         No                             5.5800     0.0311     5.5489     Actual/360
    40                0.6         15         No                83           5.3000     0.0811     5.2189     Actual/360
    41                0.6       86,505       36                36           5.8190     0.0311     5.7879     Actual/360
    42                0.6        102         No              16, 23         5.2442     0.0311     5.2131     Actual/360
    43                0.6        231         No                             5.4900     0.0311     5.4589     Actual/360
    44                0.6         97         No                             5.7900     0.0311     5.7589     Actual/360
    45                0.6         49         No                             5.4180     0.0311     5.3869     Actual/360
    46                0.5         71         No                             5.0900     0.0311     5.0589     Actual/360
    47                0.5        136         No                             5.1500     0.0811     5.0689     Actual/360
    48                0.5       35,069       No                             5.2660     0.0311     5.2349     Actual/360
   48.01              0.3
   48.02              0.2
    49                0.5        139         No                             4.9900     0.0311     4.9589     Actual/360
    50                0.5       81,967       No                             5.9100     0.0411     5.8689     Actual/360
    51                0.5         85         No                76           5.3500     0.0911     5.2589     Actual/360
    52                0.5        112         No                             5.1300     0.0411     5.0889     Actual/360
    53                0.5       98,824       No                             5.6700     0.0611     5.6089     Actual/360
    54                0.5       36,667       No                             5.1300     0.0311     5.0989     Actual/360
    55                0.4        120         No                             5.4900     0.0311     5.4589     Actual/360
    56                0.4       69,767       No                70           5.5200     0.0411     5.4789     Actual/360
    57                0.4        152         No                             5.2800     0.0311     5.2489     Actual/360
    58                0.4       68,682       No                35           7.4000     0.0311     7.3689     Actual/360
    59                0.4       66,406       No                87           5.6250     0.0311     5.5939     Actual/360
    60                0.4       31,022       No         68, 106, 129, 134   5.0000     0.0311     4.9689     Actual/360
    61                0.4         73         No                             5.2400     0.0311     5.2089     Actual/360
    62                0.4         67         No                             5.5100     0.0311     5.4789     Actual/360
    63                0.4        106         No                             5.2600     0.0311     5.2289     Actual/360
    64                0.4        160         No                             5.3900     0.0311     5.3589     Actual/360
    65                0.4         44         No                             5.2500     0.0311     5.2189     Actual/360
    66                0.4         80         No                             5.2500     0.0311     5.2189     Actual/360
    67                0.4         47         No                             5.2300     0.0911     5.1389     Actual/360
    68                0.4       32,083       No         60, 106, 129, 134   5.0000     0.0311     4.9689     Actual/360
    69                0.4       44,186       No                             5.1463     0.0311     5.1152     Actual/360
    70                0.4       44,118       No                56           5.5200     0.0411     5.4789     Actual/360
    71                0.4        410         No                             5.4300     0.0311     5.3989     Actual/360
    72                0.4         62         No                             5.3250     0.0311     5.2939     Actual/360
    73                0.3        321         No                             5.2500     0.0311     5.2189     Actual/360
    74                0.3         95         No                             5.4700     0.0311     5.4389     Actual/360
    75                0.3        533         No                25           5.6000     0.0311     5.5689     Actual/360
    76                0.3         62         No                51           5.2400     0.0711     5.1689     Actual/360
    77                0.3        177         No                             5.4770     0.0311     5.4459     Actual/360
    78                0.3        136         No                             5.2000     0.0311     5.1689     Actual/360
    79                0.3       45,139       No                             5.3000     0.0311     5.2689     Actual/360
    80                0.3        132         No                             5.1800     0.1411     5.0389     Actual/360
    81                0.3        145         No                             5.1000     0.0311     5.0689     Actual/360
    82                0.3       51,148       No                             5.3500     0.0311     5.3189     Actual/360
    83                0.3         50         No                40           5.4000     0.0911     5.3089     Actual/360
    84                0.3        196         No                             5.6000     0.0311     5.5689     Actual/360
    85                0.3        163         No                             5.2320     0.0311     5.2009     Actual/360
    86                0.3       41,667       No                             5.2095     0.0311     5.1784     Actual/360
    87                0.3       63,218       No                59           5.6250     0.0311     5.5939     Actual/360
    88                0.3       44,982       No                             5.8500     0.0311     5.8189     Actual/360
    89                0.3        210         No                             5.6100     0.0311     5.5789     Actual/360
    90                0.3        237         No                             5.2450     0.0311     5.2139     Actual/360
    91                0.3       5,799        No                             5.8800     0.0311     5.8489     Actual/360
    92                0.3       66,472       No                             5.6600     0.0411     5.6189     Actual/360
    93                0.3        105         No                             5.3600     0.0411     5.3189     Actual/360
    94                0.3       79,022       No                             5.0700     0.0311     5.0389     Actual/360
    95                0.2        112         No                             5.1500     0.0311     5.1189     Actual/360
    96                0.2        173         No                110          5.2050     0.0311     5.1739     Actual/360
    97                0.2        187         No                             5.4537     0.0311     5.4226     Actual/360
    98                0.2        195         No                             5.7400     0.0311     5.7089     Actual/360
    99                0.2       22,222       No                             4.9950     0.0311     4.9639     Actual/360
    100               0.2        107         No                             5.6600     0.0311     5.6289     Actual/360
    101               0.2        184         No                             5.4500     0.0311     5.4189     Actual/360
    102               0.2         90         No                             5.2090     0.0311     5.1779     Actual/360
    103               0.2         73         No                             5.4900     0.0911     5.3989     Actual/360
    104               0.2         76         No                             5.5610     0.0311     5.5299     Actual/360
  104.01              0.1
  104.02              0.1
  104.03              0.1
  104.04              0.0
    105               0.2        105         No                             5.3500     0.0311     5.3189     Actual/360
    106               0.2       21,770       No         60, 68, 129, 134    5.0000     0.0311     4.9689     Actual/360
    107               0.2         64         No                             5.2700     0.0311     5.2389     Actual/360
    108               0.2        249         No                             5.4500     0.0311     5.4189     Actual/360
    109               0.2         41         No                             5.4600     0.0811     5.3789     Actual/360
    110               0.2        141         No                96           5.2050     0.0311     5.1739     Actual/360
    111               0.2        215         No                             5.6250     0.0311     5.5939     Actual/360
    112               0.2       6,407        No                             5.5000     0.0311     5.4689     Actual/360
    113               0.2       17,377       No                             5.6900     0.0311     5.6589     Actual/360
    114               0.2        131         No                             5.2340     0.0311     5.2029     Actual/360
    115               0.2        199         No                             5.5700     0.0411     5.5289     Actual/360
    116               0.2        154         No                             5.3750     0.0311     5.3439     Actual/360
    117               0.2        168         No                             5.5000     0.0311     5.4689     Actual/360
    118               0.2        173         No                             5.3500     0.0311     5.3189     Actual/360
    119               0.2        251         No                             5.3350     0.0311     5.3039     Actual/360
    120               0.2       47,097       No                             5.3300     0.0311     5.2989     Actual/360
    121               0.1       75,000       No                             5.2500     0.0311     5.2189     Actual/360
    122               0.1       38,958       No           132, 133, 135     6.0700     0.0411     6.0289     Actual/360
    123               0.1         62         No                             5.3500     0.0911     5.2589     Actual/360
    124               0.1        106         No                             5.7300     0.0311     5.6989     Actual/360
    125               0.1       41,344       No                             4.9800     0.0611     4.9189     Actual/360
    126               0.1         90         No                             5.3000     0.0911     5.2089     Actual/360
    127               0.1       10,629       No                             6.0330     0.0311     6.0019     Actual/360
    128               0.1        332         No                             5.2000     0.0311     5.1689     Actual/360
    129               0.1       22,849       No         60, 68, 106, 134    5.0000     0.0311     4.9689     Actual/360
    130               0.1        143         No                             5.9300     0.0311     5.8989     Actual/360
    131               0.1        442         No                             5.7400     0.0311     5.7089     Actual/360
    132               0.1       57,500       No           122, 133, 135     5.4400     0.1411     5.2989     Actual/360
    133               0.1       25,781       No           122, 132, 135     6.0700     0.1411     5.9289     Actual/360
    134               0.0       18,929       No         60, 68, 106, 129    5.0000     0.0311     4.9689     Actual/360
    135               0.0       39,368       No           122, 132, 133     6.0700     0.1411     5.9289     Actual/360
</TABLE>



<TABLE>

                IO MONTHLY            IO ANNUAL       MONTHLY P&I DEBT    ANNUAL P&I DEBT                 FIRST PAYMENT     REM.
  LOAN #    DEBT SERVICE ($)(17)  DEBT SERVICE ($)       SERVICE ($)        SERVICE ($)     NOTE DATE       DATE(18)      TERM(18)
  ------    --------------------  -----------------      -----------        -----------     ---------       --------      --------

     1                                                   999,355.19        11,992,262.28     6/10/2005        8/1/2005          59
     2          670,383.33           8,044,600.00                                            7/22/2005        9/5/2005          60
   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
   2.14
   2.15
   2.16
   2.17
   2.18
   2.19
   2.20
   2.21
   2.22
   2.23
   2.24
   2.25
   2.26
   2.27
   2.28
   2.29
   2.30
   2.31
   2.32
   2.33
     3          527,881.25           6,334,575.00                                             6/7/2005        8/1/2005          83
     4          396,270.02           4,755,240.28                                             6/1/2005        7/1/2005          58
     5          304,287.07           3,651,444.79                                             7/8/2005        9/1/2005          84
     6          225,538.32           2,706,459.79        302,824.79        3,633,897.48      6/17/2005        8/1/2005         119
   6.01
   6.02
   6.03
   6.04
     7          195,391.66           2,344,699.93        262,347.61        3,148,171.32      6/17/2005        8/1/2005         119
   7.01
   7.02
   7.03
   7.04
     8                                                   247,028.65        2,964,343.80      6/10/2005        8/8/2005         119
   8.01
   8.02
   8.03
     9          190,935.89           2,291,230.72        230,444.80        2,765,337.60      6/23/2005        8/1/2005         119
   9.01
   9.02
   9.03
   9.04
   9.05
   9.06
   9.07
   9.08
   9.09
   9.10
    10                                                   226,957.59        2,723,491.08       6/8/2005        8/1/2005         119
   10.01
   10.02
   10.03
   10.04
   10.05
   10.06
   10.07
   10.08
   10.09
   10.10
    11          157,135.88           1,885,630.56        192,408.78        2,308,905.36      6/20/2005        8/8/2005         119
   11.01
   11.02
   11.03
   11.04
   11.05
   11.06
   11.07
   11.08
   11.09
   11.10
   11.11
   11.12
   11.13
   11.14
   11.15
   11.16
    12          138,159.26           1,657,911.11        173,940.61        2,087,287.32       7/1/2005        8/8/2005         119
    13          158,998.85           1,907,986.18        186,209.64        2,234,515.68      7/19/2005        9/8/2005          60
    14                                                   164,900.98        1,978,811.76       6/8/2005        8/1/2005         119
   14.01
   14.02
   14.03
   14.04
   14.05
   14.06
   14.07
   14.08
   14.09
   14.10
   14.11
   14.12
   14.13
   14.14
   14.15
   14.16
   14.17
   14.18
   14.19
   14.20
   14.21
    15          110,492.60           1,325,911.17                                            6/15/2005        8/1/2005          59
    16          115,519.97           1,386,239.58        141,461.39        1,697,536.68       6/9/2005        8/1/2005         119
    17          116,174.77           1,394,097.22                                             5/2/2005        6/7/2005         117
    18                                                   151,713.40        1,820,560.80       6/8/2005        8/1/2005         119
   18.01
   18.02
   18.03
   18.04
   18.05
   18.06
   18.07
   18.08
   18.09
   18.10
   18.11
   18.12
   18.13
   18.14
   18.15
   18.16
   18.17
   18.18
   18.19
    19                                                   134,321.74        1,611,860.88      7/11/2005        9/1/2005         120
    20          103,748.82           1,244,985.85        127,712.75        1,532,553.00       3/7/2005        5/5/2005         116
    21           95,052.08           1,140,625.00                                            6/29/2005        8/1/2005         119
    22          102,464.96           1,229,579.56        125,978.72        1,511,744.64      4/22/2005        6/1/2005         117
    23           92,618.75           1,111,425.00        115,572.88        1,386,874.56      5/19/2005        7/1/2005         118
    24           88,765.97           1,065,191.67        111,389.35        1,336,672.20      7/21/2005        9/1/2005         120
    25           94,629.63           1,135,555.56        114,815.80        1,377,789.60      6/30/2005        8/8/2005         179
    26           87,819.25           1,053,831.04        109,670.89        1,316,050.68      7/25/2005        9/1/2005         120
    27                                                   108,890.36        1,306,684.32      6/27/2005        8/8/2005         119
    28                                                   112,630.82        1,351,569.84      7/22/2005        9/1/2005         120
    29           78,779.17            945,350.00          98,617.69        1,183,412.28      6/27/2005        8/5/2005         119
    30           77,685.01            932,220.14          97,248.00        1,166,976.00      7/22/2005        9/1/2005         120
    31                                                    99,748.02        1,196,976.24      7/20/2005        9/1/2005         120
    32           69,395.63            832,747.50          87,659.47        1,051,913.64      6/15/2005        8/8/2005         119
    33           66,266.09            795,193.06          83,776.65        1,005,319.80      7/28/2005        9/8/2005         120
   33.01
   33.02
   33.03
    34           67,224.89            806,698.67          84,153.76        1,009,845.12      6/22/2005        8/1/2005         119
    35                                                   105,937.33        1,271,247.96      4/22/2005        6/6/2005         117
    36                                                    92,556.67        1,110,680.04       6/6/2005        8/1/2005         119
    37                                                    75,583.42         907,001.04       6/30/2005        8/1/2005         119
    38                                                    75,583.42         907,001.04       5/20/2005        7/5/2005         118
    39           65,061.25            780,735.00          79,048.95         948,587.40       6/29/2005        8/8/2005         119
    40           59,109.72            709,316.67          73,300.12         879,601.44       5/13/2005        7/5/2005         118
    41                                                    77,893.78         934,725.36        6/6/2005        8/1/2005         119
    42           53,879.30            646,551.59          67,104.29         805,251.48        4/7/2005        6/1/2005         117
    43           55,662.50            667,950.00          68,059.41         816,712.92       6/14/2005        8/5/2005         119
    44           58,704.17            704,450.00          72,233.56         866,802.72       6/29/2005        8/5/2005         119
    45           54,245.84            650,950.13          68,602.99         823,235.88        3/3/2005        4/6/2005         115
    46           46,446.25            557,355.00          58,572.23         702,866.76       6/30/2005        8/5/2005         119
    47           46,993.75            563,925.00          58,970.83         707,649.96       6/28/2005        8/8/2005         119
    48                                                    55,872.71         670,472.52       7/28/2005        9/1/2005         120
   48.01
   48.02
    49           42,160.88            505,930.56          53,621.06         643,452.72        6/1/2005        7/8/2005          58
    50                                                    63,881.11         766,573.32       7/25/2005        9/1/2005         120
    51           42,942.42            515,309.03          53,049.30         636,591.60        6/6/2005        8/1/2005         119
    52           41,176.56                                51,755.49         621,065.88        8/2/2005        9/1/2005         121
    53                                                    59,306.70         711,680.40       6/22/2005        8/1/2005         119
    54           40,526.41            486,316.88          50,938.30         611,259.60        6/7/2005        7/8/2005         118
    55           41,746.88            500,962.50                                             6/21/2005        8/8/2005         119
    56                                                    55,375.42         664,505.04       7/15/2005        9/1/2005         120
    57                                                    52,889.67         634,676.04        7/5/2005        8/5/2005         131
    58                                                    59,553.86         714,646.32       4/22/2005        6/6/2005         117
    59                                                    48,930.79         587,169.48       7/13/2005        9/1/2005         120
    60           35,908.57            430,902.78          45,629.84         547,558.08       6/27/2005        8/8/2005         119
    61           36,746.71            440,960.56          45,781.51         549,378.12       6/14/2005        8/5/2005         119
    62                                                    51,018.84         612,226.08        6/6/2005        7/8/2005         118
    63           36,664.76            439,977.08          45,607.92         547,295.04       5/27/2005        7/8/2005         118
    64           36,432.41            437,188.89                                             7/15/2005        9/1/2005         120
    65                                                    47,939.82         575,277.84       6/30/2005        8/8/2005         119
    66           35,264.32            423,171.88          43,900.19         526,802.28       6/30/2005        8/5/2005         119
    67           34,909.04                                43,526.28         522,315.36        8/9/2005        9/1/2005         121
    68           32,528.94            390,347.22          41,335.26         496,023.12       6/27/2005        8/8/2005         119
    69           33,045.92            396,551.01          41,480.67         497,768.04       5/27/2005        7/5/2005          58
    70                                                    46,146.18         553,754.16       7/15/2005        9/1/2005         120
    71                                                    42,255.37         507,064.44       6/23/2005        8/8/2005         119
    72                                                    41,207.50         494,490.00       7/27/2005        9/1/2005         120
    73           31,715.71            380,588.54          39,482.56         473,790.72       6/30/2005        8/1/2005         119
    74           32,582.59            390,991.04          41,039.49         492,473.88       6/10/2005        8/5/2005         119
    75           33,120.37            397,444.44          40,185.53         482,226.36       6/30/2005        8/8/2005         179
    76           30,437.79            365,253.47          37,921.43         455,057.16        4/7/2005        6/1/2005          57
    77           30,773.26            369,279.12          37,662.06         451,944.72       7/22/2005        9/1/2005         120
    78                                                    36,378.60         436,543.20       6/14/2005        8/1/2005         119
    79           29,107.06            349,284.72          36,094.80         433,137.60       5/27/2005        7/8/2005         118
    80                                                    35,611.94         427,343.28       7/21/2005        9/1/2005         120
    81           27,577.78            330,933.33          34,748.79         416,985.48       6/27/2005        8/1/2005         119
    82                                                    34,845.01         418,140.12        7/1/2005        9/1/2005         120
    83           27,375.00            328,500.00          33,691.85         404,302.20        7/1/2005        8/5/2005          59
    84           27,915.74            334,988.89          33,870.66         406,447.92        6/9/2005        8/8/2005         119
    85           25,197.17            302,366.00          31,412.09         376,945.08       7/21/2005        9/1/2005         120
    86           24,208.50            290,501.98          30,233.38         362,800.56       7/14/2005        9/1/2005         120
    87                                                    31,661.10         379,933.20       7/13/2005        9/1/2005         120
    88                                                    34,616.41         415,396.92       6/29/2005        8/1/2005          59
    89           25,643.02            307,716.29          31,959.90         383,518.80       4/26/2005        6/5/2005          81
    90           23,930.31            287,163.75          29,802.28         357,627.36       6/29/2005        8/1/2005         119
    91                                                    34,397.25         412,767.00       6/23/2005        8/5/2005         119
    92                                                    33,210.91         398,530.92       6/28/2005        8/1/2005         119
    93                                                    29,684.84         356,218.08       7/22/2005        9/1/2005         120
    94                                                    28,678.72         344,144.64       6/16/2005        8/8/2005         119
    95                                                    27,301.31         327,615.72       7/15/2005        9/1/2005         120
    96           21,548.94            258,587.29          26,921.57         323,058.84       6/29/2005        8/8/2005         119
    97           22,302.10            267,625.18          27,340.55         328,086.60        6/9/2005        8/7/2005         119
    98           23,278.89            279,346.67          28,743.75         344,925.00       5/12/2005        7/8/2005         118
    99           20,257.50            243,090.00          25,752.77         309,033.24       7/13/2005        9/8/2005         120
    100          22,954.44            275,453.33          28,105.29         337,263.48        6/6/2005        7/8/2005         118
    101                                                   27,103.48         325,241.76       3/18/2005        5/1/2005         116
    102          20,905.33            250,863.99                                             7/12/2005        9/1/2005         120
    103          21,309.46                                26,055.41         312,664.92        8/1/2005        9/1/2005         121
    104                                                   26,437.52         317,250.24       5/13/2005        7/1/2005          58
  104.01
  104.02
  104.03
  104.04
    105          20,793.17            249,518.06          25,687.03         308,244.36       4/21/2005        6/1/2005         117
    106          19,221.64            230,659.72          24,425.38         293,104.56       6/27/2005        8/8/2005         119
    107                                                   24,628.22         295,538.64        7/6/2005        9/1/2005         120
    108          19,570.17            234,842.01          23,997.88         287,974.56       5/25/2005        7/8/2005         118
    109                                                   25,079.74         300,956.88       6/15/2005        8/7/2005         119
    110          17,700.92            212,410.99          22,114.15         265,369.80       6/29/2005        8/8/2005         119
    111                                                   23,026.26         276,315.12       7/29/2005        9/1/2005         120
    112                                                   22,711.56         272,538.72       5/12/2005        7/5/2005         118
    113                                                   22,610.91         271,330.92       5/12/2005        7/8/2005         118
    114                                                   21,414.63         256,975.56        7/8/2005        9/1/2005         120
    115                                                   22,029.26         264,351.12       6/29/2005        8/1/2005         119
    116                                                   23,082.84         276,994.08       7/15/2005        9/1/2005         120
    117                                                   21,575.98         258,911.76       5/17/2005        7/1/2005         118
    118                                                   19,963.29         239,559.48        7/1/2005        8/1/2005          59
    119                                                   19,355.71         232,268.52       6/15/2005        8/1/2005         119
    120                                                   18,386.58         220,638.96       6/21/2005        8/1/2005         119
    121          13,307.29            159,687.50                                             5/27/2005        7/8/2005          58
    122          14,385.69                                16,943.84         203,326.08        8/5/2005        9/1/2005         181
    123                                                   15,635.58         187,626.96       7/11/2005        9/8/2005         120
    124                                                   15,838.64         190,063.68        5/5/2005        6/8/2005         117
    125          11,133.41                                14,171.98         170,063.76        8/4/2005        9/1/2005         121
    126          10,299.42            123,593.06                                             7/20/2005        9/1/2005         120
    127                                                   13,838.50         166,062.00       5/27/2005        7/1/2005         118
    128          9,446.06             113,352.78                                              7/7/2005        8/8/2005          59
    129          8,301.22             99,614.58           10,548.54         126,582.48       6/27/2005        8/8/2005         119
    130                                                   12,160.56         145,926.72       5/24/2005        7/8/2005         118
    131                                                   10,784.35         129,412.20       7/27/2005        9/8/2005         120
    132          8,457.19                                 10,378.16         124,537.92        8/5/2005        9/1/2005         121
    133          8,462.17                                 9,966.96          119,603.52        8/5/2005        9/1/2005         181
    134                                                   5,319.77           63,837.24       6/27/2005        8/8/2005         119
    135          3,836.18                                 4,518.36           54,220.32        8/5/2005        9/1/2005         181
</TABLE>



<TABLE>

                                                                                                 FINAL                      MATURITY
                          I/O                      PAYMENT     GRACE    MATURITY/              MATURITY   MATURITY/ARD      LTV (%)
LOAN #  REM. AMORT   PERIOD (18),(19)  SEASONING   DUE DATE   PERIOD     ARD DATE   ARD LOAN     DATE    BALANCE ($)(13)   (11),(12)
------  ----------   ----------------  ---------   --------   -------    --------   --------     ----    ---------------  ----------

   1           359             0              1          1          0     7/1/2010     No                   173,160,002       65.3
   2             0            60              0          5          0     8/5/2010     No                   160,000,000       78.8
 2.01                                                                                                        14,000,000
 2.02                                                                                                        11,000,000
 2.03                                                                                                         8,500,000
 2.04                                                                                                         8,200,000
 2.05                                                                                                         7,500,000
 2.06                                                                                                         7,250,000
 2.07                                                                                                         6,750,000
 2.08                                                                                                         6,500,000
 2.09                                                                                                         6,500,000
 2.10                                                                                                         6,500,000
 2.11                                                                                                         6,000,000
 2.12                                                                                                         5,600,000
 2.13                                                                                                         5,350,000
 2.14                                                                                                         5,000,000
 2.15                                                                                                         5,000,000
 2.16                                                                                                         4,850,000
 2.17                                                                                                         4,500,000
 2.18                                                                                                         4,200,000
 2.19                                                                                                         4,000,000
 2.20                                                                                                         3,850,000
 2.21                                                                                                         3,850,000
 2.22                                                                                                         3,250,000
 2.23                                                                                                         3,150,000
 2.24                                                                                                         3,100,000
 2.25                                                                                                         2,850,000
 2.26                                                                                                         2,650,000
 2.27                                                                                                         2,500,000
 2.28                                                                                                         2,150,000
 2.29                                                                                                         2,000,000
 2.30                                                                                                         2,000,000
 2.31                                                                                                         1,450,000
 2.32                                                                                                                 0
 2.33                                                                                                                 0
   3             0            84              1          1          0     7/1/2012     No                   130,000,000       51.4
   4             0            60              2          1          6     6/1/2010     No                   100,000,000       42.9
   5             0            84              0          1          0     8/1/2012     No                    77,500,000       45.6
   6           300            60              1          1          0     7/1/2015     No                    44,901,989       67.0
 6.01                                                                                                        15,548,151
 6.02                                                                                                        13,135,507
 6.03                                                                                                        10,186,720
 6.04                                                                                                         6,031,610
   7           300            60              1          1          0     7/1/2015     No                    38,900,149       67.1
 7.01                                                                                                        13,950,398
 7.02                                                                                                        10,395,730
 7.03                                                                                                         7,645,891
 7.04                                                                                                         6,908,130
   8           359             0              1          8          0     7/8/2015     No                    35,126,593       62.5
 8.01                                                                                                        18,259,201
 8.02                                                                                                        12,360,584
 8.03                                                                                                         4,506,808
   9           360            36              1          1          0     7/1/2015     No                    35,734,644       68.8
 9.01                                                                                                         9,499,867
 9.02                                                                                                         8,329,593
 9.03                                                                                                         4,956,452
 9.04                                                                                                         3,786,179
 9.05                                                                                                         2,684,745
 9.06                                                                                                         2,650,325
 9.07                                                                                                         1,204,693
 9.08                                                                                                         1,101,434
 9.09                                                                                                           764,120
 9.10                                                                                                           757,236
  10           299             0              1          1          5     7/1/2015     No                    27,817,809       58.6
 10.01                                                                                                       21,038,580
 10.02                                                                                                        1,435,781
 10.03                                                                                                          952,303
 10.04                                                                                                          750,122
 10.05                                                                                                          738,401
 10.06                                                                                                          709,100
 10.07                                                                                                          644,636
 10.08                                                                                                          584,861
 10.09                                                                                                          509,849
 10.10                                                                                                          454,175
  11           360            24              1          8          0     7/8/2015     No                    29,766,144       55.7
 11.01                                                                                                        4,744,198
 11.02                                                                                                        4,464,922
 11.03                                                                                                        3,392,465
 11.04                                                                                                        2,939,844
 11.05                                                                                                        2,600,160
 11.06                                                                                                        2,267,480
 11.07                                                                                                        1,864,761
 11.08                                                                                                        1,709,802
 11.09                                                                                                        1,505,817
 11.10                                                                                                        1,085,589
 11.11                                                                                                        1,060,200
 11.12                                                                                                          700,380
 11.13                                                                                                          490,266
 11.14                                                                                                          442,115
 11.15                                                                                                          253,888
 11.16                                                                                                          244,257
  12           360            36              1          8          0     7/8/2015     No                    28,393,177       69.1
  13           360            24              0          8          0     8/8/2010     No                    29,431,720       72.1
  14           299             0              1          1          5     7/1/2015     No                    20,211,634       57.3
 14.01                                                                                                        2,540,432
 14.02                                                                                                        1,932,564
 14.03                                                                                                        1,605,691
 14.04                                                                                                        1,525,406
 14.05                                                                                                        1,227,207
 14.06                                                                                                        1,083,841
 14.07                                                                                                        1,046,566
 14.08                                                                                                          963,415
 14.09                                                                                                          957,680
 14.10                                                                                                          917,538
 14.11                                                                                                          848,722
 14.12                                                                                                          745,499
 14.13                                                                                                          659,480
 14.14                                                                                                          659,480
 14.15                                                                                                          573,461
 14.16                                                                                                          573,461
 14.17                                                                                                          550,523
 14.18                                                                                                          539,053
 14.19                                                                                                          473,105
 14.20                                                                                                          458,769
 14.21                                                                                                          329,740
  15             0            60              1          1          0     7/1/2010     No                    26,000,000       64.8
  16           360            60              1          1          5     7/1/2015     No                    23,216,588       70.4
  17             0           120              3          7          0     5/7/2015     No                    25,000,000       66.8
  18           299             0              1          1          5     7/1/2015     No                    18,595,255       57.0
 18.01                                                                                                        1,852,685
 18.02                                                                                                        1,596,159
 18.03                                                                                                        1,373,837
 18.04                                                                                                        1,339,634
 18.05                                                                                                        1,296,879
 18.06                                                                                                        1,197,119
 18.07                                                                                                        1,140,114
 18.08                                                                                                        1,111,611
 18.09                                                                                                          929,193
 18.10                                                                                                          860,786
 18.11                                                                                                          820,882
 18.12                                                                                                          755,325
 18.13                                                                                                          741,074
 18.14                                                                                                          741,074
 18.15                                                                                                          712,571
 18.16                                                                                                          712,571
 18.17                                                                                                          575,757
 18.18                                                                                                          450,345
 18.19                                                                                                          387,639
  19           300             0              0          1          5     8/1/2015     No                    17,189,475       49.8
  20           360            24              4          5          0     4/5/2015     No                    19,881,432       67.4
  21             0           120              1          1          5     7/1/2015     No                    22,500,000       68.2
  22           360            60              3          1          5     5/1/2015     No                    20,785,841       74.2
  23           360            60              2          1          5     6/1/2015     No                    19,431,132       70.4
  24           360            48              0          1          5     8/1/2015     No                    18,495,447       66.1
  25           360           120              1          8          0     7/8/2020     Yes      7/8/2035     18,610,999       53.8
  26           360            36              0          1          5     8/1/2015     No                    17,738,411       66.4
  27           359             0              1          8          0     7/8/2015     No                    16,436,124       62.0
  28           300             0              0          1          5     8/1/2015     No                    13,793,118       50.9
  29           360            60              1          5          0     7/5/2015     No                    16,645,850       67.9
  30           360            36              0          1          5     8/1/2015     No                    15,772,206       65.7
  31           360             0              0          1          5     8/1/2015     No                    14,330,653       51.4
  32           360            60              1          8          0     7/8/2015     No                    14,956,725       64.5
  33           360            36              0          8          0     8/8/2015     No                    13,737,423       56.5
 33.01                                                                                                       10,369,538
 33.02                                                                                                        2,658,856
 33.03                                                                                                          709,028
  34           360            36              1          1          5     7/1/2015     No                    13,649,209       70.7
  35           357             0              3          6          0     5/6/2015     No                    13,484,414       61.3
  36           299             0              1          1          5     7/1/2015     No                    11,241,526       53.5
  37           359             0              1          1          5     7/1/2015     No                    11,529,127       64.1
  38           358             0              2          5          0     6/5/2015     No                    11,528,406       62.0
  39           360            36              1          8          0     7/8/2015     No                    12,365,806       71.9
  40           360            24              2          5          0     6/5/2015     No                    11,508,059       68.9
  41           299             0              1          1          5     7/1/2015     No                     9,467,036       53.2
  42           360            60              3          1          5     5/1/2015     No                    11,255,931       74.1
  43           360            36              1          5          0     7/5/2015     No                    10,733,051       69.4
  44           336            24              1          5          0     7/3/2015     No                    10,353,454       68.6
  45           336            24              5          8          0     3/8/2015     No                    10,129,826       63.3
  46           360            12              1          5          0     7/5/2015     No                     9,142,257       61.4
  47           360            24              1          8          0     7/8/2015     No                     9,381,257       68.0
  48           360             0              0          1          5     8/1/2015     No                     8,374,698       63.4
 48.01                                                                                                        4,504,572
 48.02                                                                                                        3,870,125
  49           360            24              2          8          0     6/8/2010     No                     9,557,108       76.5
  50           300             0              0          1          5     8/1/2015     No                     7,719,744       54.7
  51           360            60              1          1          5     7/1/2015     No                     8,807,213       67.2
  52           360             1              0          1          8     9/1/2015     No                     7,842,326       60.3
  53           299             0              1          1          5     7/1/2015     No                     7,274,513       57.3
  54           360            60              2          8          0     6/8/2015     No                     8,639,962       73.8
  55             0           120              1          8          0     7/8/2015     No                     9,000,000       64.7
  56           300             0              0          1          5     8/1/2015     No                     6,854,953       57.1
  57           299             0              1          5          0     7/5/2016     No                     6,361,935       47.1
  58           357             0              3          6          0     5/6/2015     No                     7,580,414       61.1
  59           360             0              0          1          5     8/1/2015     No                     7,127,386       47.5
  60           360            36              1          8          0     7/8/2015     No                     7,523,973       68.4
  61           360            36              1          5          0     7/5/2015     No                     7,384,979       65.9
  62           298             0              2          8          0     6/8/2015     No                     6,319,737       49.6
  63           360            24              2          8          0     6/8/2015     No                     7,185,462       65.3
  64             0           120              0          1          5     8/1/2015     No                     8,000,000       66.7
  65           299             0              1          8          0     7/8/2015     No                     6,035,979       38.0
  66           360            36              1          5          0     7/5/2015     No                     7,075,065       66.7
  67           360             1              0          1          5     9/1/2015     No                     6,542,438       58.4
  68           360            36              1          8          0     7/8/2015     No                     6,815,835       70.3
  69           360            24              2          5          0     6/5/2010     No                     7,273,339       74.2
  70           300             0              0          1          5     8/1/2015     No                     5,712,462       49.7
  71           359             0              1          8          0     7/8/2015     No                     6,251,627       52.1
  72           360             0              0          1          5     8/1/2015     No                     6,147,397       58.5
  73           360            24              1          1          5     7/1/2015     No                     6,226,169       61.7
  74           336            24              1          5          0     7/5/2015     No                     6,034,388       64.2
  75           360           120              1          8          0     7/8/2020     Yes      7/8/2035      6,513,850       46.2
  76           360            24              3          1          5     5/1/2010     No                     6,584,926       70.1
  77           360            24              0          1          5     8/1/2015     No                     5,822,503       67.7
  78           359             0              1          1          5     7/1/2015     No                     5,482,222       64.9
  79           360            24              2          8          0     6/8/2015     No                     5,666,842       63.0
  80           360             0              0          1          5     8/1/2015     No                     5,374,882       63.2
  81           360            24              1          1          5     7/1/2015     No                     5,552,313       63.6
  82           360             0              0          1          5     8/1/2015     No                     5,187,841       64.8
  83           360            12              1          5          0     7/5/2010     No                     5,663,077       75.5
  84           360            24              1          8          0     7/8/2015     No                     5,181,375       60.2
  85           360            60              0          1          5     8/1/2015     No                     5,275,056       67.6
  86           360            36              0          1          5     8/1/2015     No                     4,890,237       64.3
  87           360             0              0          1          5     8/1/2015     No                     4,611,838       54.9
  88           299             0              1          1          5     7/1/2010     No                     4,916,450       62.2
  89           336            48              3          5          0     5/5/2012     No                     5,163,659       69.7
  90           360            12              1          1          5     7/1/2015     No                     4,591,336       56.2
  91           299             0              1          5          0     7/5/2015     No                     4,164,928       44.8
  92           299             0              1          1          5     7/1/2015     No                     4,076,144       57.4
  93           360             0              0          1          5     8/1/2015     No                     4,416,043       59.5
  94           359             0              1          8          0     7/8/2015     No                     4,367,434       54.6
  95           360             0              0          1          5     8/1/2015     No                     4,130,543       59.0
  96           360            24              1          8          0     7/8/2015     No                     4,262,138       68.7
  97           360            60              1          7          0     7/7/2015     No                     4,493,749       69.7
  98           336            24              2          8          0     6/8/2015     No                     4,136,054       55.1
  99           360            24              0          8          0     8/8/2015     No                     4,152,980       68.1
  100          348            12              2          8          0     6/8/2015     No                     4,076,115       58.2
  101          356             0              4          1          5     4/1/2015     No                     4,003,341       57.2
  102            0           120              0          1          5     8/1/2015     No                     4,750,000       50.0
  103          360             1              0          1          5     9/1/2015     No                     3,835,782       60.9
  104          358             0              2          1          5     6/1/2010     No                     4,300,503       47.9
104.01                                                                                                        1,394,758
104.02                                                                                                        1,348,266
104.03                                                                                                        1,208,790
104.04                                                                                                          348,689
  105          360            24              3          1          5     5/1/2015     No                     4,015,541       69.2
  106          360            36              1          8          0     7/8/2015     No                     4,027,539       61.5
  107          360             0              0          1          5     8/1/2015     No                     3,690,311       64.7
  108          360            36              2          8          0     6/8/2015     No                     3,797,989       67.2
  109          299             0              1          7          0     7/7/2015     No                     3,116,586       43.9
  110          360            24              1          8          0     7/8/2015     No                     3,501,041       68.9
  111          360             0              0          1          5     8/1/2015     No                     3,354,064       62.1
  112          358             0              2          5          0     6/5/2015     No                     3,341,240       63.0
  113          358             0              2          8          0     6/8/2015     No                     3,276,778       64.3
  114          360             0              0          1          5     8/1/2015     No                     3,218,077       61.9
  115          359             0              1          1          5     7/1/2015     No                     3,223,149       59.1
  116          300             0              0          1          5     8/1/2015     No                     2,883,363       37.9
  117          358             0              2          1          5     6/1/2015     No                     3,174,178       51.2
  118          359             0              1          1          5     7/1/2010     No                     3,314,252       70.5
  119          359             0              1          1          5     7/1/2015     No                     2,885,459       56.6
  120          359             0              1          1          5     7/1/2015     No                     2,742,083       62.3
  121            0            60              2          8          0     6/8/2010     No                     3,000,000       75.0
  122          360             1              0          1          5     9/1/2020     No                     2,053,398       62.2
  123          360             0              0          8          0     8/8/2015     No                     2,327,878       66.4
  124          357             0              3          8          0     5/8/2015     No                     2,288,349       67.3
  125          360             1              0          1          5     9/1/2015     No                     2,173,687       63.9
  126            0           120              0          1          5     8/1/2015     No                     2,300,000       50.1
  127          358             0              2          1          5     6/1/2015     No                     1,952,365       41.1
  128            0            60              1          8          0     7/8/2010     No                     2,150,000       35.8
  129          360            36              1          8          0     7/8/2015     No                     1,739,366       58.0
  130          298             0              2          8          0     6/8/2015     No                     1,467,788       54.4
  131          360             0              0          8          0     8/8/2015     No                     1,556,693       62.3
  132          360             1              0          1          5     9/1/2015     No                     1,533,929       66.7
  133          360             1              0          1          5     9/1/2020     No                     1,207,883       61.9
  134          299             0              1          8          0     7/8/2015     No                       680,418       42.0
  135          360             1              0          1          5     9/1/2020     No                       547,573       34.7
</TABLE>



<TABLE>

                          REMAINING PREPAYMENT PROVISION
    LOAN #      (PAYMENTS)(18),(20),(21),(22),(23),(24),(25),(26)      2003 NOI ($)(27)     LOAN #
    ------      -------------------------------------------------      ----------------     ------

       1                       LO(24),Def(28),O(7)                           12,828,100       1
       2                       LO(24),Def(31),O(5)                           14,261,782       2
     2.01                                                                       723,271      2.01
     2.02                                                                     1,167,123      2.02
     2.03                                                                       605,519      2.03
     2.04                                                                       744,348      2.04
     2.05                                                                       857,151      2.05
     2.06                                                                       709,325      2.06
     2.07                                                                       769,389      2.07
     2.08                                                                       799,839      2.08
     2.09                                                                       230,277      2.09
     2.10                                                                       662,515      2.10
     2.11                                                                       724,654      2.11
     2.12                                                                       352,303      2.12
     2.13                                                                       524,095      2.13
     2.14                                                                       355,210      2.14
     2.15                                                                         2,203      2.15
     2.16                                                                       597,284      2.16
     2.17                                                                        46,520      2.17
     2.18                                                                       491,330      2.18
     2.19                                                                       569,138      2.19
     2.20                                                                       329,735      2.20
     2.21                                                                       443,045      2.21
     2.22                                                                       272,119      2.22
     2.23                                                                       450,606      2.23
     2.24                                                                       343,348      2.24
     2.25                                                                       -55,797      2.25
     2.26                                                                       296,062      2.26
     2.27                                                                       190,329      2.27
     2.28                                                                       409,652      2.28
     2.29                                                                       272,607      2.29
     2.30                                                                       225,212      2.30
     2.31                                                                       153,370      2.31
     2.32                                                                                    2.32
     2.33                                                                                    2.33
       3                       LO(24),Def(52),O(7)                           26,222,352       3
       4                       LO(24),Def(24),O(10)                          35,550,033       4
       5                       LO(24),Def(58),O(2)                            5,970,711       5
       6                   GRTR1%orYM(24),Def(93),O(2)                        5,729,222       6
     6.01                                                                     2,209,863      6.01
     6.02                                                                     1,171,569      6.02
     6.03                                                                     1,501,920      6.03
     6.04                                                                       845,870      6.04
       7                   GRTR1%orYM(24),Def(93),O(2)                        5,474,008       7
     7.01                                                                     1,864,883      7.01
     7.02                                                                     1,552,055      7.02
     7.03                                                                     1,340,981      7.03
     7.04                                                                       716,089      7.04
       8                       LO(24),Def(91),O(4)                                            8
     8.01                                                                                    8.01
     8.02                                                                                    8.02
     8.03                                                                                    8.03
       9                       LO(24),Def(92),O(3)                            3,626,518       9
     9.01                                                                     1,142,457      9.01
     9.02                                                                       882,460      9.02
     9.03                                                                       417,088      9.03
     9.04                                                                       374,529      9.04
     9.05                                                                       363,273      9.05
     9.06                                                                                    9.06
     9.07                                                                       103,086      9.07
     9.08                                                                       153,701      9.08
     9.09                                                                        79,104      9.09
     9.10                                                                       110,820      9.10
      10                       LO(24),Def(88),O(7)                            4,401,480       10
     10.01                                                                    3,253,911     10.01
     10.02                                                                      188,022     10.02
     10.03                                                                      160,064     10.03
     10.04                                                                      138,314     10.04
     10.05                                                                       78,603     10.05
     10.06                                                                       89,488     10.06
     10.07                                                                      113,379     10.07
     10.08                                                                      115,770     10.08
     10.09                                                                      149,407     10.09
     10.10                                                                      114,522     10.10
      11                       LO(24),Def(91),O(4)                            2,572,200       11
     11.01                                                                      559,199     11.01
     11.02                                                                      444,112     11.02
     11.03                                                                                  11.03
     11.04                                                                      205,802     11.04
     11.05                                                                      249,543     11.05
     11.06                                                                      235,369     11.06
     11.07                                                                      202,012     11.07
     11.08                                                                      220,468     11.08
     11.09                                                                                  11.09
     11.10                                                                      128,379     11.10
     11.11                                                                      100,502     11.11
     11.12                                                                       58,975     11.12
     11.13                                                                       60,783     11.13
     11.14                                                                       47,541     11.14
     11.15                                                                       26,427     11.15
     11.16                                                                       33,088     11.16
      12                       LO(24),Def(91),O(4)                                            12
      13                       LO(24),Def(32),O(4)                            3,340,514       13
      14                       LO(24),Def(88),O(7)                            3,435,611       14
     14.01                                                                      451,067     14.01
     14.02                                                                      262,215     14.02
     14.03                                                                      276,993     14.03
     14.04                                                                       96,841     14.04
     14.05                                                                      219,343     14.05
     14.06                                                                      169,343     14.06
     14.07                                                                      201,726     14.07
     14.08                                                                      200,450     14.08
     14.09                                                                      133,984     14.09
     14.10                                                                      175,202     14.10
     14.11                                                                      210,362     14.11
     14.12                                                                       89,874     14.12
     14.13                                                                      147,952     14.13
     14.14                                                                      160,623     14.14
     14.15                                                                       53,594     14.15
     14.16                                                                      112,337     14.16
     14.17                                                                      114,892     14.17
     14.18                                                                       94,057     14.18
     14.19                                                                       72,834     14.19
     14.20                                                                       69,342     14.20
     14.21                                                                      122,580     14.21
      15                    LO(22),GRTR1%orYM(34),O(3)                        3,259,547       15
      16                       LO(24),Def(91),O(4)                            2,036,267       16
      17                    LO(24),Def(80),YM(9),O(4)                         2,758,636       17
      18                       LO(24),Def(88),O(7)                            3,396,081       18
     18.01                                                                      463,649     18.01
     18.02                                                                      258,205     18.02
     18.03                                                                      191,030     18.03
     18.04                                                                      230,155     18.04
     18.05                                                                      208,500     18.05
     18.06                                                                      155,275     18.06
     18.07                                                                      263,764     18.07
     18.08                                                                      178,748     18.08
     18.09                                                                      166,400     18.09
     18.10                                                                      171,784     18.10
     18.11                                                                      158,035     18.11
     18.12                                                                      151,653     18.12
     18.13                                                                      184,492     18.13
     18.14                                                                      176,875     18.14
     18.15                                                                       95,195     18.15
     18.16                                                                      101,787     18.16
     18.17                                                                       70,940     18.17
     18.18                                                                       71,667     18.18
     18.19                                                                       97,927     18.19
      19                    LO(59),GRTR1%orYM(57),O(4)                        2,450,955       19
      20                       LO(24),Def(88),O(4)                              524,504       20
      21                    LO(34),GRTR1%orYM(81),O(4)                        2,147,062       21
      22                       LO(24),Def(89),O(4)                            1,826,090       22
      23                       LO(24),Def(90),O(4)                            1,768,329       23
      24                       LO(24),Def(93),O(3)                                            24
      25                       LO(24),Def(148),O(7)                           1,349,439       25
      26                       LO(36),Def(80),O(4)                                            26
      27                       LO(24),Def(91),O(4)                            2,098,177       27
      28                       LO(24),Def(93),O(3)                            2,399,168       28
      29                       LO(24),Def(92),O(3)                            1,923,831       29
      30                       LO(36),Def(80),O(4)                            2,110,825       30
      31                       LO(24),Def(93),O(3)                            1,901,490       31
      32                       LO(24),Def(91),O(4)                            1,189,067       32
      33                       LO(24),Def(92),O(4)                            1,207,369       33
     33.01                                                                      852,829     33.01
     33.02                                                                      276,540     33.02
     33.03                                                                       78,000     33.03
      34                       LO(24),Def(92),O(3)                            1,381,213       34
      35                       LO(24),Def(89),O(4)                            2,080,482       35
      36                       LO(24),Def(92),O(3)                            1,435,766       36
      37                       LO(24),Def(91),O(4)                            1,274,252       37
      38                       LO(24),Def(91),O(3)                              196,788       38
      39                       LO(24),Def(91),O(4)                            1,015,205       39
      40                       LO(24),Def(90),O(4)                              449,514       40
      41                       LO(24),Def(92),O(3)                            1,037,461       41
      42                       LO(24),Def(89),O(4)                            1,217,916       42
      43                       LO(24),Def(91),O(4)                                            43
      44                       LO(24),Def(90),O(5)                                            44
      45                       LO(24),Def(87),O(4)                            1,311,504       45
      46                           YM(116),O(3)                                  55,930       46
      47                       LO(24),Def(91),O(4)                            1,062,418       47
      48                       LO(24),Def(93),O(3)                              867,568       48
     48.01                                                                      458,524     48.01
     48.02                                                                      409,044     48.02
      49                       LO(24),Def(30),O(4)                              857,499       49
      50                       LO(36),Def(80),O(4)                              832,595       50
      51                       LO(35),Def(80),O(4)                                            51
      52                       LO(37),Def(80),O(4)                              871,164       52
      53                    LO(58),GRTR1%orYM(57),O(4)                          592,254       53
      54                    LO(58),GRTR1%orYM(56),O(4)                          814,081       54
      55                       LO(24),Def(91),O(4)                              996,060       55
      56                       LO(36),Def(77),O(7)                            1,020,951       56
      57                       LO(24),Def(94),O(13)                                           57
      58                       LO(24),Def(89),O(4)                            1,185,361       58
      59                       LO(24),Def(95),O(1)                              846,911       59
      60                       LO(24),Def(91),O(4)                                            60
      61                       LO(24),Def(92),O(3)                                            61
      62                       LO(24),Def(90),O(4)                              675,810       62
      63                       LO(24),Def(90),O(4)                                            63
      64                       LO(24),Def(95),O(1)                                            64
      65                       LO(24),Def(91),O(4)                            1,282,931       65
      66                       LO(24),Def(92),O(3)                                            66
      67                       LO(23),Def(91),O(7)                              981,990       67
      68                       LO(24),Def(91),O(4)                              426,378       68
      69                       LO(24),Def(31),O(3)                              485,466       69
      70                       LO(36),Def(77),O(7)                              387,286       70
      71                       LO(24),Def(91),O(4)                              710,513       71
      72                       LO(24),Def(93),O(3)                                            72
      73                       LO(24),Def(92),O(3)                              660,701       73
      74                       LO(24),Def(91),O(4)                                            74
      75                       LO(24),Def(148),O(7)                             409,711       75
      76                       LO(33),Def(20),O(4)                                            76
      77                       LO(24),Def(93),O(3)                              518,067       77
      78                       LO(24),Def(92),O(3)                                            78
      79                       LO(24),Def(90),O(4)                                            79
      80                       LO(36),Def(80),O(4)                                            80
      81                       LO(24),Def(92),O(3)                              696,757       81
      82                       LO(24),Def(93),O(3)                                            82
      83                       LO(24),Def(31),O(4)                              531,995       83
      84                       LO(24),Def(91),O(4)                              447,161       84
      85                    LO(24),GRTR1%orYM(93),O(3)                          500,478       85
      86                       LO(24),Def(92),O(4)                              525,919       86
      87                       LO(24),Def(95),O(1)                              332,539       87
      88                       LO(24),Def(32),O(3)                              725,354       88
      89                       LO(24),Def(53),O(4)                              477,029       89
      90                       LO(24),Def(92),O(3)                                            90
      91                       LO(24),Def(92),O(3)                              332,764       91
      92                       LO(35),Def(80),O(4)                              546,804       92
      93                       LO(36),Def(80),O(4)                              549,569       93
      94                       LO(24),Def(91),O(4)                              400,971       94
      95                       LO(24),Def(93),O(3)                                            95
      96                       LO(24),Def(91),O(4)                              396,454       96
      97                       LO(24),Def(92),O(3)                                            97
      98                       LO(24),Def(90),O(4)                                            98
      99                       LO(24),Def(92),O(4)                              300,565       99
      100                      LO(24),Def(90),O(4)                              440,635      100
      101                      LO(24),Def(88),O(4)                                           101
      102                      LO(24),Def(93),O(3)                              778,606      102
      103                   LO(37),GRTR1%orYM(80),O(4)                          -83,105      103
      104                      LO(24),Def(32),O(2)                              610,280      104
    104.01                                                                      223,315     104.01
    104.02                                                                      164,089     104.02
    104.03                                                                      140,106     104.03
    104.04                                                                       82,770     104.04
      105                      LO(24),Def(90),O(3)                                           105
      106                      LO(24),Def(91),O(4)                                           106
      107                      LO(24),Def(95),O(1)                              313,522      107
      108                      LO(24),Def(90),O(4)                                           108
      109                      LO(24),Def(91),O(4)                              384,511      109
      110                      LO(24),Def(91),O(4)                              385,128      110
      111                      LO(24),Def(95),O(1)                                           111
      112                      LO(24),Def(90),O(4)                              144,525      112
      113                      LO(24),Def(90),O(4)                              339,017      113
      114                      LO(24),Def(93),O(3)                                           114
      115                      LO(35),Def(80),O(4)                                           115
      116                      LO(24),Def(93),O(3)                              368,285      116
      117                      LO(24),Def(88),O(6)                                           117
      118                      LO(24),Def(32),O(3)                                           118
      119                      LO(24),Def(91),O(4)                                           119
      120                      LO(24),Def(91),O(4)                              323,973      120
      121                      LO(24),Def(30),O(4)                              182,123      121
      122                      LO(37),Def(140),O(4)                                          122
      123                      LO(24),Def(92),O(4)                              302,888      123
      124                      LO(24),Def(89),O(4)                              315,035      124
      125                      LO(37),Def(80),O(4)                                           125
      126                   LO(35),GRTR1%orYM(81),O(4)                          220,968      126
      127                      LO(24),Def(91),O(3)                              383,119      127
      128                      LO(24),Def(33),O(2)                              147,396      128
      129                      LO(24),Def(91),O(4)                                           129
      130                      LO(24),Def(90),O(4)                                           130
      131                      LO(24),Def(92),O(4)                                           131
      132                      LO(37),Def(80),O(4)                                           132
      133                      LO(37),Def(140),O(4)                                          133
      134                      LO(24),Def(91),O(4)                              156,499      134
      135                      LO(37),Def(140),O(4)                                          135
</TABLE>



<TABLE>

                                      MOST RECENT       MOST RECENT
  LOAN #     2004 NOI ($)(27)           NOI ($)           NOI DATE     UW NOI ($)(28),(29)  UW NCF ($)(28),(29)
  ------     ----------------           -------           --------     -------------------  -------------------

     1               15,023,996         15,039,068        4/30/2005           15,435,099          14,666,502
     2               14,523,650                                               16,037,056          15,398,916
   2.01                 978,217                                                1,551,844           1,502,316
   2.02               1,037,896                                                  880,662             835,848
   2.03                 703,802                                                  811,066             791,024
   2.04                 744,743                                                  962,883           1,005,665
   2.05                 914,743                                                  945,301             901,470
   2.06                 638,333                                                  613,583             589,621
   2.07                 852,559                                                  858,648             834,242
   2.08                 606,556                                                  804,606             770,300
   2.09                 694,756                                                  771,385             738,147
   2.10                 693,012                                                  838,779             854,292
   2.11                 643,164                                                  628,034             622,227
   2.12                 355,787                                                  586,649             573,559
   2.13                 473,761                                                  520,698             496,791
   2.14                 418,204                                                  332,489             293,777
   2.15                 435,966                                                  574,095             568,378
   2.16                 503,199                                                  549,148             535,535
   2.17                 132,166                                                  113,164              87,660
   2.18                 565,180                                                  356,196             320,176
   2.19                 393,731                                                  272,544             218,973
   2.20                 305,543                                                  319,013             286,227
   2.21                 482,136                                                  582,727             581,918
   2.22                 337,545                                                  314,980             297,121
   2.23                 331,103                                                  324,022             315,599
   2.24                 198,035                                                   80,740              55,839
   2.25                 -63,660                                                  248,887             232,760
   2.26                 243,262                                                  264,339             248,235
   2.27                 130,798                                                   85,306              62,072
   2.28                 263,647                                                  320,427             289,520
   2.29                 257,791                                                  141,862             124,415
   2.30                 134,817                                                  222,421             211,684
   2.31                 116,858                                                  160,558             153,524
   2.32
   2.33
     3               12,067,950         10,906,261        3/31/2005           20,146,825          18,033,965
     4               35,747,375                                               37,502,691          36,436,269
     5                8,686,719          8,190,656        4/30/2005            9,195,641           8,794,112
     6                5,620,675          5,855,621        4/30/2005            6,208,928           5,540,580
   6.01               2,233,636          2,190,570        4/30/2005            2,169,971           1,976,621
   6.02               1,177,350          1,346,627        4/30/2005            1,701,670           1,493,675
   6.03               1,461,123          1,525,216        4/30/2005            1,462,094           1,311,155
   6.04                 748,566            793,208        4/30/2005              875,193             759,129
     7                5,164,522          5,169,795        4/30/2005            5,317,628           4,703,542
   7.01               1,969,510          1,996,114        4/30/2005            1,917,173           1,714,677
   7.02               1,252,478          1,140,639        4/30/2005            1,332,167           1,180,764
   7.03               1,032,679          1,054,380        4/30/2005            1,041,405             917,148
   7.04                 909,855            978,662        4/30/2005            1,026,883             890,953
     8                3,773,568          4,239,169        4/30/2005            3,844,374           3,740,024
   8.01               1,996,067          2,213,325        4/30/2005            1,966,291           1,896,291
   8.02               1,275,591          1,460,666        4/30/2005            1,363,073           1,338,073
   8.03                 501,910            565,178        4/30/2005              515,010             505,660
     9                3,933,846          3,954,889        3/31/2005            4,293,625           3,927,275
   9.01               1,089,043          1,111,982        3/31/2005            1,156,593           1,027,634
   9.02               1,023,510            893,850        3/31/2005              912,537             837,878
   9.03                 545,007            609,301        3/31/2005              757,667             711,264
   9.04                 340,960            347,414        3/31/2005              341,416             297,536
   9.05                 320,732            362,187        3/31/2005              363,598             320,439
   9.06                                                                          319,003             309,562
   9.07                 130,178            133,270        3/31/2005              114,509             110,397
   9.08                 163,563            175,673        3/31/2005              184,662             173,858
   9.09                 241,533            243,999        3/31/2005              129,949             120,980
   9.10                  79,320             77,213        3/31/2005              106,124              97,498
    10                4,649,025          4,619,056        3/31/2005            3,934,177           3,904,750
   10.01              3,266,229          3,316,766        3/31/2005            3,058,477           3,043,725
   10.02                229,381            244,056        3/31/2005              193,584             189,934
   10.03                179,543            192,084        3/31/2005              137,128             135,228
   10.04                133,938            132,569        3/31/2005               85,402              84,428
   10.05                146,236            138,985        3/31/2005               85,274              84,398
   10.06                100,130            102,971        3/31/2005               71,935              69,912
   10.07                191,134            117,587        3/31/2005               78,124              77,078
   10.08                132,283            120,271        3/31/2005               77,352              76,299
   10.09                154,710            141,493        3/31/2005               83,353              81,520
   10.10                115,441            112,274        3/31/2005               63,548              62,228
    11                2,506,620          3,336,762        3/31/2005            3,151,478           2,977,576
   11.01                433,371            470,340        3/31/2005              464,607             442,079
   11.02                439,717            454,294        3/31/2005              457,253             440,698
   11.03                                   465,813        3/31/2005              379,320             342,649
   11.04                293,276            397,162        3/31/2005              370,062             346,250
   11.05                277,084            270,774        3/31/2005              266,854             255,095
   11.06                209,514            214,982        3/31/2005              221,862             214,362
   11.07                197,453            188,328        3/31/2005              184,147             178,147
   11.08                180,225            178,377        3/31/2005              181,557             173,200
   11.09                                   181,128        3/31/2005              165,867             151,413
   11.10                132,926            159,875        3/31/2005              134,111             124,202
   11.11                123,884            140,430        3/31/2005              114,297             106,319
   11.12                 68,686             71,065        3/31/2005               69,584              67,584
   11.13                 58,452             47,032        3/31/2005               47,677              45,677
   11.14                 39,121             44,461        3/31/2005               44,737              42,737
   11.15                 27,520             26,298        3/31/2005               24,822              23,614
   11.16                 25,394             26,404        3/31/2005               24,720              23,550
    12                2,382,744                                                2,904,565           2,750,002
    13                3,658,008          3,390,341        5/31/2005            3,131,915           3,131,915
    14                3,643,322          3,920,345        3/31/2005            2,920,135           2,877,086
   14.01                425,956            457,110        3/31/2005              347,937             345,634
   14.02                248,898            261,660        3/31/2005              226,701             222,288
   14.03                256,644            271,172        3/31/2005              222,435             218,388
   14.04                164,937            205,694        3/31/2005              153,531             150,866
   14.05                232,197            208,138        3/31/2005              157,621             155,572
   14.06                193,420            223,358        3/31/2005              162,822             160,404
   14.07                247,536            272,131        3/31/2005              186,295             184,205
   14.08                201,156            189,663        3/31/2005              173,785             170,550
   14.09                132,613            145,476        3/31/2005              103,258             101,098
   14.10                147,192            177,832        3/31/2005              163,426             160,830
   14.11                242,436            217,150        3/31/2005              141,270             139,500
   14.12                116,356            166,875        3/31/2005              112,458             111,146
   14.13                138,247            120,554        3/31/2005               92,756              90,951
   14.14                258,087            236,873        3/31/2005              150,497             149,299
   14.15                 55,120             73,519        3/31/2005               63,175              61,576
   14.16                102,146            158,551        3/31/2005               99,702              98,626
   14.17                108,571            130,675        3/31/2005               89,605              87,701
   14.18                 73,913             78,725        3/31/2005               58,051              56,963
   14.19                 92,417            100,570        3/31/2005               82,601              81,164
   14.20                 81,684             88,284        3/31/2005               61,277              60,073
   14.21                123,796            136,335        3/31/2005               70,932              70,252
    15                2,848,429                                                2,847,670           2,562,699
    16                2,244,862          2,241,327        2/28/2005            2,122,638           2,041,326
    17                2,907,139                                                2,732,427           2,579,200
    18                3,329,179          3,597,974        3/31/2005            2,711,166           2,672,469
   18.01                423,697            484,072        3/31/2005              401,076             396,874
   18.02                312,166            301,292        3/31/2005              234,974             233,289
   18.03                195,317            203,384        3/31/2005              163,580             160,359
   18.04                218,612            235,460        3/31/2005              184,879             180,614
   18.05                175,593            226,861        3/31/2005              187,596             185,303
   18.06                166,260            261,618        3/31/2005              216,650             213,883
   18.07                271,012            227,266        3/31/2005              173,541             172,299
   18.08                146,546            143,034        3/31/2005              109,924             106,844
   18.09                156,987            166,896        3/31/2005              102,633             101,083
   18.10                160,942            127,777        3/31/2005               93,614              92,057
   18.11                152,377            136,093        3/31/2005               75,543              74,316
   18.12                147,486            182,349        3/31/2005              134,198             132,613
   18.13                164,878            192,125        3/31/2005              136,135             134,249
   18.14                207,656            202,238        3/31/2005              132,488             131,083
   18.15                 96,384            105,406        3/31/2005               78,265              76,842
   18.16                108,411            120,451        3/31/2005               99,031              97,190
   18.17                 64,292             76,736        3/31/2005               54,903              53,869
   18.18                 65,795             76,867        3/31/2005               55,395              54,535
   18.19                 94,768            128,049        3/31/2005               76,741              75,167
    19                2,459,261          2,577,044        3/31/2005            2,701,597           2,553,147
    20                                     310,499       11/25/2004            2,285,478           1,988,106
    21                2,103,658            905,871        5/31/2005            2,350,931           2,225,404
    22                1,912,178                                                1,899,150           1,822,449
    23                1,755,498          1,723,050        3/31/2005            1,648,558           1,575,372
    24                1,560,630                                                1,690,861           1,616,311
    25                1,477,455          1,648,951        4/30/2005            1,719,362           1,677,357
    26                2,016,048          4,284,024        2/28/2005            2,007,781           1,921,381
    27                2,099,623                                                1,879,947           1,823,540
    28                2,377,589          2,568,948        4/30/2005            2,415,100           2,172,605
    29                2,099,572          2,004,572        4/22/2005            2,034,025           1,791,901
    30                2,115,083          2,113,880        3/31/2005            2,154,870           1,988,263
    31                2,392,875          2,609,972        4/30/2005            2,466,658           2,128,693
    32                1,302,463          1,303,514        4/30/2005            1,403,653           1,339,653
    33                1,328,220          1,362,380        5/31/2005            1,396,684           1,332,918
   33.01                948,091            992,063        5/31/2005            1,053,090           1,002,367
   33.02                302,129            289,317        5/31/2005              260,659             247,616
   33.03                 78,000             81,000        5/31/2005               82,935              82,935
    34                1,410,682          1,348,786        5/31/2005            1,315,019           1,265,744
    35                2,074,825          2,204,070        4/30/2005            2,226,154           1,984,036
    36                1,776,171          1,852,217        4/30/2005            1,787,701           1,555,175
    37                1,178,481          1,288,391        5/31/2005            1,391,940           1,317,940
    38                 -234,998                                                1,151,179           1,137,218
    39                1,075,441          1,061,037        3/31/2005            1,292,551           1,205,444
    40                  696,115            605,128        2/28/2005            1,457,902           1,219,786
    41                1,404,406          1,518,201        4/30/2005            1,482,009           1,309,509
    42                1,202,706          1,199,155        1/31/2005            1,082,760           1,006,583
    43                                                                         1,049,238           1,003,170
    44                1,208,678          1,210,979        3/31/2005            1,155,025           1,065,521
    45                1,299,086                                                1,172,839           1,072,503
    46                  724,054                                                1,164,235           1,051,095
    47                1,116,601                                                1,005,143             934,125
    48                  827,966            864,486        5/31/2005              928,019             846,165
   48.01                461,570            458,955        5/31/2005              517,577             475,031
   48.02                366,396            405,531        5/31/2005              410,442             371,134
    49                  895,448                                                  863,336             848,936
    50                1,187,951          1,406,116        4/30/2005            1,147,985           1,147,985
    51                                                                           881,909             807,203
    52                  853,858            898,886        5/31/2005              874,157             811,680
    53                1,133,967          1,141,638        4/30/2005            1,147,511           1,147,510
    54                  818,093            838,450        4/30/2005              813,490             800,740
    55                1,009,721          1,003,770        4/30/2005              954,608             859,413
    56                1,166,877          1,185,224        4/30/2005            1,017,040           1,017,040
    57                                                                         1,126,642           1,068,041
    58                1,169,359          1,254,982        4/30/2005            1,283,440           1,119,044
    59                1,577,732          1,767,442        3/31/2005            1,470,103           1,291,266
    60                  725,902            721,782        5/31/2005              732,658             664,158
    61                  786,499                                                  776,683             716,131
    62                  556,994                                                  806,528             735,853
    63                  736,542            760,834        3/31/2005              753,924             742,270
    64                  792,742            974,152        4/30/2005              918,806             863,413
    65                  999,271          1,009,785        4/30/2005            1,114,771             945,717
    66                  774,426            799,560        3/31/2005              732,570             693,385
    67                1,041,484            815,761        3/31/2005            1,011,615             827,079
    68                                     687,839        5/31/2005              753,962             693,962
    69                  536,362            557,161        3/31/2005              653,858             610,858
    70                  909,422          1,094,160        3/31/2005              947,701             947,701
    71                  729,022            739,586        3/31/2005              714,565             678,373
    72                  501,992            610,906        4/30/2005              751,861             677,661
    73                  688,139            719,920        1/31/2005              616,758             600,569
    74                                                                           792,332             758,728
    75                  523,936            623,898        4/30/2005              614,729             598,338
    76                                                                           674,837             589,009
    77                  312,854            259,731        4/30/2005              589,954             512,293
    78                  244,197            259,340        2/28/2005              660,287             584,629
    79                  588,951            557,858        4/30/2005              648,880             612,880
    80                                     598,509        4/30/2005              632,514             572,828
    81                  742,039                                                  623,448             539,821
    82                                     599,597         8/2/2005              608,598             584,198
    83                  560,663            544,790        4/30/2005              574,609             529,355
    84                  539,010            562,577        4/30/2005              586,402             546,502
    85                  468,889                                                  563,714             510,767
    86                  578,632            621,813        4/30/2005              538,780             505,780
    87                  893,912            927,728        3/31/2005              738,682             658,575
    88                1,022,071          1,011,032        4/30/2005              886,615             795,277
    89                  424,233            450,128        3/31/2005              500,553             472,947
    90                                                                           534,226             500,765
    91                  390,865            399,826        5/31/2005              662,446             656,871
    92                  722,394            788,009        3/31/2005              693,461             636,238
    93                  509,594            629,464        3/31/2005              702,503             659,675
    94                  415,796            423,156        4/30/2005              455,840             439,090
    95                                                                           410,216             393,313
    96                  436,755            454,774        3/18/2005              468,185             431,240
    97                  471,530            452,247        3/31/2005              481,243             453,980
    98                  316,589            321,225        2/28/2005              459,983             430,420
    99                  402,147            499,302        6/20/2005              453,767             399,767
    100                 465,566            477,472        5/31/2005              485,154             448,425
    101                                                                          402,107             377,728
    102                 685,378            758,457        5/31/2005              723,763             663,645
    103                 -98,869                                                  437,094             407,791
    104                 623,516            553,560        2/28/2005              652,289             608,691
  104.01                214,876            215,544        2/28/2005              197,086             186,609
  104.02                175,758            192,692        2/28/2005              225,653             204,912
  104.03                146,789            145,324        2/28/2005              152,068             144,585
  104.04                 86,093                                                   77,482              72,585
    105                 452,702            463,508        3/31/2005              463,288             426,319
    106                 408,826            383,931        5/31/2005              419,382             363,803
    107                 481,835            501,550        4/30/2005              493,391             412,620
    108                                                                          364,998             350,350
    109                 539,789                                                  420,238             386,428
    110                 401,148            394,687        4/15/2005              404,379             367,352
    111                                                                          352,889             350,095
    112                 232,510            281,923        3/31/2005              388,278             380,201
    113                 376,320            380,402        3/31/2005              412,830             356,830
    114                                    336,461        3/31/2005              364,728             337,910
    115                 320,269            398,806       12/31/2005              388,515             365,664
    116                 539,452            531,412        5/31/2005              517,154             463,330
    117                 403,064                                                  418,302             390,980
    118                 296,655                                                  302,379             280,985
    119                                                                          332,152             332,152
    120                 321,452            300,759        4/30/2005              310,623             283,603
    121                 222,652            231,889        3/31/2005              251,660             240,900
    122                  22,133            173,124        5/31/2005              283,949             283,949
    123                 288,023            327,419        5/31/2005              281,676             247,699
    124                 274,976            306,455        4/30/2005              268,732             230,071
    125                 133,987            237,065        4/30/2005              218,590             218,590
    126                 214,944            219,465        2/28/2005              291,868             275,236
    127                 363,118            346,164         4/1/2005              315,536             303,236
    128                 161,707            156,650        5/31/2005              147,717             147,717
    129                 268,230            193,033        5/31/2005              217,399             188,653
    130                                    196,631        3/31/2005              189,505             188,181
    131                                                                          187,162             179,775
    132                 156,636            157,550        5/31/2005              181,816             181,816
    133                 103,367             82,252        5/31/2005              162,599             162,599
    134                 112,974            113,575        5/31/2005               91,547              77,011
    135                  25,175             71,220        5/31/2005               76,571              76,571
</TABLE>



<TABLE>

                                       UW                                                                                UPFRONT
                                    DSCR (X)                                                                           ENGINEERING
 LOAN #       (10),(11),(12),(29),(30),(31),(32),(33),(34),(35),(36)             TITLE TYPE         PML %              RESERVE ($)
 ------       ------------------------------------------------------             ----------         -----              -----------

   1                                  1.22                            Fee
   2                                  1.91                            Fee/Leasehold                                     1,641,515
  2.01                                                                Fee
  2.02                                                                Fee
  2.03                                                                Fee
  2.04                                                                Fee
  2.05                                                                Fee
  2.06                                                                Fee
  2.07                                                                Fee
  2.08                                                                Fee
  2.09                                                                Fee
  2.10                                                                Fee
  2.11                                                                Fee
  2.12                                                                Fee
  2.13                                                                Fee
  2.14                                                                Fee
  2.15                                                                Fee/Leasehold
  2.16                                                                Fee
  2.17                                                                Fee
  2.18                                                                Fee
  2.19                                                                Fee
  2.20                                                                Fee
  2.21                                                                Fee
  2.22                                                                Fee
  2.23                                                                Fee
  2.24                                                                Fee
  2.25                                                                Leasehold
  2.26                                                                Fee
  2.27                                                                Fee
  2.28                                                                Leasehold
  2.29                                                                Fee
  2.30                                                                Fee
  2.31                                                                Fee
  2.32                                                                Fee
  2.33                                                                Fee
   3                                  2.85                            Fee
   4                                  2.55                            Fee/Leasehold
   5                                  2.41                            Leasehold
   6                                  1.52                            Fee                                                448,021
  6.01                                                                Fee
  6.02                                                                Fee
  6.03                                                                Fee
  6.04                                                                Fee
   7                                  1.49                            Fee/Leasehold                Various               419,968
  7.01                                                                Fee                            7.00
  7.02                                                                Leasehold
  7.03                                                                Fee
  7.04                                                                Fee
   8                                  1.26                            Fee                                               1,405,471
  8.01                                                                Fee
  8.02                                                                Fee
  8.03                                                                Fee
   9                                  1.42                            Fee                                                 30,860
  9.01                                                                Fee
  9.02                                                                Fee
  9.03                                                                Fee
  9.04                                                                Fee
  9.05                                                                Fee
  9.06                                                                Fee
  9.07                                                                Fee
  9.08                                                                Fee
  9.09                                                                Fee
  9.10                                                                Fee
   10                                 1.43                            Fee                                                 85,556
 10.01                                                                Fee
 10.02                                                                Fee
 10.03                                                                Fee
 10.04                                                                Fee
 10.05                                                                Fee
 10.06                                                                Fee
 10.07                                                                Fee
 10.08                                                                Fee
 10.09                                                                Fee
 10.10                                                                Fee
   11                                 1.29                            Fee                                                 34,450
 11.01                                                                Fee                           15.00
 11.02                                                                Fee                           12.00
 11.03                                                                Fee
 11.04                                                                Fee                           16.00
 11.05                                                                Fee                           11.00
 11.06                                                                Fee                           19.00
 11.07                                                                Fee                           14.00
 11.08                                                                Fee                           15.00
 11.09                                                                Fee
 11.10                                                                Fee                           15.00
 11.11                                                                Fee                           17.00
 11.12                                                                Fee                           14.00
 11.13                                                                Fee                           14.00
 11.14                                                                Fee                           11.00
 11.15                                                                Fee                           14.00
 11.16                                                                Fee                           11.00
   12                                 1.32                            Fee                           16.00
   13                                 1.40                            Fee/Leasehold                 17.00
   14                                 1.45                            Fee                          Various               391,844
 14.01                                                                Fee
 14.02                                                                Fee
 14.03                                                                Fee                            6.00
 14.04                                                                Fee
 14.05                                                                Fee
 14.06                                                                Fee
 14.07                                                                Fee
 14.08                                                                Fee
 14.09                                                                Fee
 14.10                                                                Fee
 14.11                                                                Fee
 14.12                                                                Fee
 14.13                                                                Fee
 14.14                                                                Fee
 14.15                                                                Fee
 14.16                                                                Fee
 14.17                                                                Fee
 14.18                                                                Fee
 14.19                                                                Fee
 14.20                                                                Fee
 14.21                                                                Fee
   15                                 1.93                            Fee/Leasehold
   16                                 1.20                            Fee
   17                                 1.85                            Fee
   18                                 1.47                            Fee                          Various               482,263
 18.01                                                                Fee
 18.02                                                                Fee
 18.03                                                                Fee                            3.00
 18.04                                                                Fee
 18.05                                                                Fee
 18.06                                                                Fee
 18.07                                                                Fee
 18.08                                                                Fee
 18.09                                                                Fee
 18.10                                                                Fee
 18.11                                                                Fee
 18.12                                                                Fee
 18.13                                                                Fee
 18.14                                                                Fee
 18.15                                                                Fee
 18.16                                                                Fee
 18.17                                                                Fee
 18.18                                                                Fee                           15.50
 18.19                                                                Fee
   19                                 1.58                            Fee
   20                                 1.30                            Fee
   21                                 1.95                            Fee
   22                                 1.21                            Fee                           18.00
   23                                 1.22                            Fee
   24                                 1.21                            Fee                            5.00
   25                                 1.22                            Fee                           12.00
   26                                 1.46                            Fee
   27                                 1.40                            Fee                           16.00
   28                                 1.61                            Fee                                                 20,876
   29                                 1.51                            Fee
   30                                 1.70                            Fee
   31                                 1.78                            Fee
   32                                 1.27                            Fee
   33                                 1.33                            Fee                          Various                18,750
 33.01                                                                Fee                           14.00
 33.02                                                                Fee                           12.00
 33.03                                                                Fee                           10.00
   34                                 1.25                            Fee
   35                                 1.56                            Fee                                                 2,500
   36                                 1.40                            Leasehold
   37                                 1.45                            Fee
   38                                 1.25                            Leasehold
   39                                 1.27                            Fee                           14.00                 15,539
   40                                 1.39                            Fee                                                400,000
   41                                 1.40                            Fee                                                 23,375
   42                                 1.25                            Fee
   43                                 1.23                            Fee                           14.00
   44                                 1.23                            Fee
   45                                 1.30                            Fee
   46                                 1.50                            Fee                                                108,780
   47                                 1.32                            Fee
   48                                 1.26                            Fee                                                 19,625
 48.01                                                                Fee
 48.02                                                                Fee
   49                                 1.32                            Fee                           14.00
   50                                 1.50                            Fee
   51                                 1.27                            Fee
   52                                 1.31                            Fee                           14.00                318,000
   53                                 1.61                            Fee
   54                                 1.31                            Fee                                                 23,375
   55                                 1.72                            Fee                           14.00
   56                                 1.53                            Fee
   57                                 1.68                            Fee                           17.00
   58                                 1.57                            Fee                                                 9,050
   59                                 2.20                            Fee
   60                                 1.21                            Fee                                                 11,563
   61                                 1.30                            Fee                                                 35,250
   62                                 1.20                            Fee                           17.00
   63                                 1.36                            Fee                           18.00
   64                                 1.97                            Fee/Leasehold
   65                                 1.64                            Fee
   66                                 1.32                            Fee                                                 12,000
   67                                 1.58                            Fee                                                331,250
   68                                 1.40                            Fee
   69                                 1.23                            Fee                                                 12,500
   70                                 1.71                            Fee                                                 84,500
   71                                 1.34                            Fee                           17.00
   72                                 1.37                            Fee
   73                                 1.27                            Fee
   74                                 1.54                            Fee                           18.00
   75                                 1.24                            Fee                           12.00
   76                                 1.29                            Fee
   77                                 1.27                            Fee
   78                                 1.34                            Fee
   79                                 1.41                            Fee                           13.00                133,750
   80                                 1.34                            Leasehold
   81                                 1.29                            Fee
   82                                 1.50                            Fee
   83                                 1.31                            Fee                                                 2,250
   84                                 1.35                            Fee                           16.00
   85                                 1.36                            Fee
   86                                 1.39                            Fee
   87                                 1.73                            Fee
   88                                 1.91                            Fee                                                 66,755
   89                                 1.23                            Fee
   90                                 1.40                            Fee
   91                                 1.59                            Fee
   92                                 1.60                            Fee
   93                                 1.85                            Fee                                                209,750
   94                                 1.28                            Fee                           17.00
   95                                 1.20                            Fee                           18.00
   96                                 1.33                            Fee                           18.00
   97                                 1.38                            Fee
   98                                 1.25                            Fee                           13.00
   99                                 1.29                            Fee                                                 10,000
  100                                 1.33                            Fee
  101                                 1.30                            Fee                           14.00
  102                                 2.65                            Fee                           10.00
  103                                 1.30                            Fee                           15.00                 15,375
  104                                 1.92                            Fee                                                 8,750
 104.01                                                               Fee
 104.02                                                               Fee
 104.03                                                               Fee
 104.04                                                               Fee
  105                                 1.38                            Fee
  106                                 1.24                            Fee                                                112,374
  107                                 1.40                            Fee
  108                                 1.22                            Fee                                                 91,363
  109                                 1.28                            Fee                           14.00
  110                                 1.38                            Fee                           16.00
  111                                 1.27                            Fee
  112                                 1.40                            Fee                                                  513
  113                                 1.32                            Fee                                                 6,650
  114                                 1.31                            Fee                            5.00
  115                                 1.38                            Fee
  116                                 1.67                            Fee
  117                                 1.51                            Fee
  118                                 1.22                            Fee
  119                                 1.43                            Fee
  120                                 1.29                            Fee
  121                                 1.51                            Fee
  122                                 1.40                            Fee                                                 12,500
  123                                 1.32                            Fee                                                 8,250
  124                                 1.21                            Fee                                                 1,375
  125                                 1.29                            Fee
  126                                 2.23                            Fee                           14.00                 21,945
  127                                 1.83                            Fee
  128                                 1.30                            Fee
  129                                 1.49                            Fee
  130                                 1.29                            Fee
  131                                 1.39                            Fee                           12.00
  132                                 1.46                            Fee
  133                                 1.36                            Fee                           10.00
  134                                 1.21                            Fee
  135                                 1.41                            Fee
</TABLE>



<TABLE>

              UPFRONT       UPFRONT       UPFRONT      UPFRONT       UPFRONT       UPFRONT
               CAPEX        ENVIR.         TI/LC        RE TAX        INS.          OTHER
  LOAN #    RESERVE ($)   RESERVE ($)   RESERVE ($)  RESERVE ($)   RESERVE ($)  RESERVE ($)(37)
  ------    -----------  ------------   -----------  -----------   -----------  ---------------

     1
     2       4,758,485                   9,112,000    1,147,439      121,400
   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
   2.14
   2.15
   2.16
   2.17
   2.18
   2.19
   2.20
   2.21
   2.22
   2.23
   2.24
   2.25
   2.26
   2.27
   2.28
   2.29
   2.30
   2.31
   2.32
   2.33
     3                                   4,306,729                                3,325,000
     4
     5                                                 382,545       91,005        911,403
     6
   6.01
   6.02
   6.03
   6.04
     7                                                                              13,333
   7.01
   7.02
   7.03
   7.04
     8        104,350                                  210,682       62,389       4,446,516
   8.01
   8.02
   8.03
     9                                                 428,835       48,048         25,000
   9.01
   9.02
   9.03
   9.04
   9.05
   9.06
   9.07
   9.08
   9.09
   9.10
    10                      52,500                     116,399        5,301
   10.01
   10.02
   10.03
   10.04
   10.05
   10.06
   10.07
   10.08
   10.09
   10.10
    11                                                  81,903       89,035
   11.01
   11.02
   11.03
   11.04
   11.05
   11.06
   11.07
   11.08
   11.09
   11.10
   11.11
   11.12
   11.13
   11.14
   11.15
   11.16
    12                                                 124,400       51,133         8,333
    13                                                 154,657       31,238       2,324,238
    14                      900,750                    117,874       10,834
   14.01
   14.02
   14.03
   14.04
   14.05
   14.06
   14.07
   14.08
   14.09
   14.10
   14.11
   14.12
   14.13
   14.14
   14.15
   14.16
   14.17
   14.18
   14.19
   14.20
   14.21
    15
    16                                                               15,030
    17                        625                      137,438       43,638
    18                      345,825                     84,864        8,363
   18.01
   18.02
   18.03
   18.04
   18.05
   18.06
   18.07
   18.08
   18.09
   18.10
   18.11
   18.12
   18.13
   18.14
   18.15
   18.16
   18.17
   18.18
   18.19
    19
    20                                                 138,586       68,351       1,958,000
    21
    22         35,406       25,000                      38,244       20,367
    23                                                               13,947
    24                                                  50,374        7,456
    25                                                  37,518
    26
    27                                                 112,026        2,928
    28       1,000,000                                  42,517       82,473
    29
    30
    31                                                 112,065       79,470
    32                                                  70,077
    33                                                  57,111       16,822         34,000
   33.01
   33.02
   33.03
    34         86,798       150,000                     66,349       20,352        700,000
    35                                                  72,000
    36                                                  37,866       25,544        382,326
    37                                                 132,000        5,587
    38
    39                                                  40,977       17,399
    40                                                  96,434                     100,000
    41                                                  34,244       19,395
    42                                                 158,058        7,464         67,727
    43                                    150,000       44,096        5,732         19,121
    44                       2,000                      16,005       40,619
    45                                                  74,885
    46                                                  87,328       22,406        522,061
    47                                                 128,246
    48        179,892                                   43,960       20,300
   48.01
   48.02
    49        150,000                    1,500,000      23,173        2,709
    50
    51                                    25,000        11,978                     107,867
    52                       1,875        100,000
    53                                                  26,658       29,790
    54                                                  36,449       12,778
    55                                    225,000       56,466       14,429
    56
    57                                                  22,000        2,520
    58                                                  27,000
    59                                                 154,452       48,499
    60                                                  14,460
    61                                                  51,785        5,000
    62                                                  46,241
    63                                                  23,528        1,769
    64                                                  14,456
    65                                                  71,417       62,922
    66                                                 101,620       65,812         25,000
    67                                                                             171,320
    68                                                  12,478        6,000
    69                                                  28,552        2,500
    70
    71                                                  25,928        6,023
    72                                                  88,318       13,456
    73                                                  27,745         938
    74                                                  43,450
    75                                                  14,618
    76
    77                                                  29,458        8,905        229,568
    78                                                  6,212         6,815         22,400
    79                                                  29,498       13,172
    80
    81         32,106                                   14,199        4,789
    82         30,000                                   35,000        4,818
    83                                                               14,931         54,366
    84                                                  42,000         542
    85                                                  37,855
    86                                                  52,373       15,485
    87                                                 101,101       38,926
    88                                                  30,216        2,431
    89
    90                                                  16,914
    91                                                  32,575       22,771
    92
    93
    94                                                  16,471       11,821
    95                                                  4,885        34,741
    96                                    100,000       21,747        1,944
    97                                    45,000        15,184
    98                                                  21,634
    99                                                  11,330       52,448
    100                                                 17,987        1,419
    101
    102                                                 15,947
    103                                   153,332
    104        25,000                     100,000       53,575       17,531
  104.01
  104.02
  104.03
  104.04
    105                                                 38,728       11,542
    106                                                 7,403        26,500
    107                                                 27,203       12,755
    108                                                 58,376        4,133
    109                                   100,000       23,581       10,893
    110                                   50,000        9,618         1,418
    111                      1,500                                                  31,941
    112                                                 4,193         1,570         57,223
    113                                                 12,825       35,160
    114                                   60,000        14,122        3,983
    115
    116                                                 10,280         809
    117                                                                554          25,500
    118                                   50,000        18,594
    119        11,375                                                               19,356
    120                                                 34,035        2,593
    121                                                 8,700         5,340
    122
    123                                   50,000        27,646        5,148
    124                                   120,000       21,552         446
    125
    126                                                                             5,000
    127                                                 8,553         3,076
    128                                                 2,733         4,220
    129                                                 5,326        18,000
    130                                                               4,097
    131                                                 11,211        1,600         50,196
    132
    133
    134                                                 2,287         5,000
    135
</TABLE>



<TABLE>

                                                                                                                MONTHLY
                                                                                                                 TI/LC
                                              MONTHLY                               MONTHLY                   RESERVE ($)
                                               CAPEX                                ENVIR.          (43),(44),(45),(46),(47),(48),
    LOAN #                    RESERVE ($)(38),(39),(40),(41),(42)(52)             RESERVE ($)            (49),(50),(51),(52)
    ------                    ---------------------------------------             -----------    -----------------------------------

       1
       2
     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
     2.14
     2.15
     2.16
     2.17
     2.18
     2.19
     2.20
     2.21
     2.22
     2.23
     2.24
     2.25
     2.26
     2.27
     2.28
     2.29
     2.30
     2.31
     2.32
     2.33
       3                                      17,176
       4
       5                                       3,678
       6
     6.01
     6.02
     6.03
     6.04
       7
     7.01
     7.02
     7.03
     7.04
       8
     8.01
     8.02
     8.03
       9                                       6,236                                                            12,500
     9.01
     9.02
     9.03
     9.04
     9.05
     9.06
     9.07
     9.08
     9.09
     9.10
      10                                       3,678
     10.01
     10.02
     10.03
     10.04
     10.05
     10.06
     10.07
     10.08
     10.09
     10.10
      11                                       7,251                                                             3,727
     11.01
     11.02
     11.03
     11.04
     11.05
     11.06
     11.07
     11.08
     11.09
     11.10
     11.11
     11.12
     11.13
     11.14
     11.15
     11.16
      12                                       2,685                                                            10,068
      13                                      22,102
      14                                       5,381
     14.01
     14.02
     14.03
     14.04
     14.05
     14.06
     14.07
     14.08
     14.09
     14.10
     14.11
     14.12
     14.13
     14.14
     14.15
     14.16
     14.17
     14.18
     14.19
     14.20
     14.21
      15
      16                                       1,512
      17
      18                                       4,837
     18.01
     18.02
     18.03
     18.04
     18.05
     18.06
     18.07
     18.08
     18.09
     18.10
     18.11
     18.12
     18.13
     18.14
     18.15
     18.16
     18.17
     18.18
     18.19
      19                                       2,669
      20                                       3,296                                                            21,230
      21
      22                                       2,759                                                             5,000
      23                                       1,543
      24                                       1,213                                                             5,000
      25                                        478                                                              1,196
      26                                       7,200
      27                                        769                                                              2,565
      28                               4% of Gross Revenues
      29                         4% of the monthly gross revenues
      30                                       2,088                                                             4,167
      31                                        535
      32                                       4,267
      33                                       1,135                                                             3,133
     33.01
     33.02
     33.03
      34                                       1,659                                                             2,477
      35         4% of the rents accumulated during the preceeding interest period
      36                               4% of Gross Revenues
      37                                       6,167
      38                                        590
      39                                       1,199                                                             3,801
      40                                       9,427                                                             8,333
      41                               4% of Gross Revenues
      42                                       2,989
      43
      44                                       1,600                                                             7,600
      45                                       2,996                                                             8,389
      46                                       1,897                                                             6,911
      47                                        661                                                              2,083
      48                                       6,822
     48.01
     48.02
      49
      50                                       9,004
      51                                       1,399
      52                                       1,058
      53                                       9,995
      54                                       1,063
      55                                       1,255                                                             5,000
      56                                      10,091
      57                                                                                                         8,500
      58         4% of the rents accumulated during the preceeding interest period
      59                               3% of Gross Revenues
      60                                       5,708
      61                                                                                                        21,000
      62                                       1,968                                                             4,661
      63                                        971
      64                                        627
      65                                       2,590                                                            11,000
      66                                        927                                                              4,167
      67                                       3,269                                                             4,167
      68                                       5,000
      69                                       3,583
      70                                       7,313
      71                                        228                                                              2,040
      72                                       1,483                                                             4,701
      73                                        279                                                              1,250
      74                                        930
      75                                        219                                                               547
      76                                       1,672                                                             5,480
      77                                        781                                                              3,333
      78                                       1,012                                                             5,293
      79                                       3,000
      80                                        820                                                              2,083
      81                                        809                                                              3,679
      82
      83                                       1,578                                                             4,167
      84                                        502                                                              2,511
      85
      86                                       2,750
      87                               4% of Gross Revenues
      88                               4% of Gross Revenues
      89                                        375                                                              2,250
      90
      91                                        559
      92
      93                                        798                                                              1,667
      94
      95                                        373                                                               800
      96                                        472
      97                                        325
      98                                        410                                                              1,537
      99                                       4,500
      100                                       561                                                              2,993
      101                                       327                                                               417
      102                                       881
      103                                      1,248
      104                                       798                                                              5,005
    104.01
    104.02
    104.03
    104.04
      105                                       545                                                              2,500
      106                                      4,354
      107                                      1,214                                                             5,000
      108
      109                                      1,254                                                             2,630
      110                                       476
      111                                       233
      112                                       279
      113                                      4,667
      114                                       369                                                              1,847
      115                                       322                                                              3,333
      116
      117                                       283                                                             16,700
      118                                       259                                                              1,250
      119
      120                                      1,750
      121                                       895
      122                                      1,500
      123                                       566
      124                                       470                                                              1,601
      125                                      1,333
      126                                       320
      127                                      1,059
      128
      129                                      1,792
      130                                       166
      131
      132                                       667
      133                                      1,333
      134                                      1,000
      135                                       396
</TABLE>



<TABLE>

              MONTHLY            MONTHLY                                    MONTHLY
               RE TAX             INS.                                       OTHER                                        SINGLE
LOAN #  RESERVE ($)(53),(54) RESERVE ($)(53)                            RESERVE ($)(55)                                   TENANT
------  -------------------- ---------------                            ---------------                                   ------

   1                                                                                                                      No
   2          229,488                          The aggregate rent, additional rent and other sums payable
                                                                  under the Ground Leases                                 No
 2.01                                                                                                                     No
 2.02                                                                                                                     No
 2.03                                                                                                                     Yes
 2.04                                                                                                                     No
 2.05                                                                                                                     No
 2.06                                                                                                                     No
 2.07                                                                                                                     No
 2.08                                                                                                                     No
 2.09                                                                                                                     Yes
 2.10                                                                                                                     No
 2.11                                                                                                                     No
 2.12                                                                                                                     No
 2.13                                                                                                                     No
 2.14                                                                                                                     No
 2.15                                                                                                                     Yes
 2.16                                                                                                                     No
 2.17                                                                                                                     No
 2.18                                                                                                                     No
 2.19                                                                                                                     No
 2.20                                                                                                                     No
 2.21                                                                                                                     No
 2.22                                                                                                                     No
 2.23                                                                                                                     No
 2.24                                                                                                                     No
 2.25                                                                                                                     No
 2.26                                                                                                                     No
 2.27                                                                                                                     Yes
 2.28                                                                                                                     Yes
 2.29                                                                                                                     No
 2.30                                                                                                                     Yes
 2.31                                                                                                                     Yes
 2.32                                                                                                                     No
 2.33                                                                                                                     No
   3                                                                                                                      No
   4                                                                                                                      No
   5          191,273            18,437                                     114,088                                       No
   6                                                                                                                      No
 6.01                                                                                                                     No
 6.02                                                                                                                     No
 6.03                                                                                                                     No
 6.04                                                                                                                     No
   7                                                                         13,333                                       No
 7.01                                                                                                                     No
 7.02                                                                                                                     No
 7.03                                                                                                                     No
 7.04                                                                                                                     No
   8                                                                                                                      No
 8.01                                                                                                                     No
 8.02                                                                                                                     No
 8.03                                                                                                                     No
   9           71,473            13,155                                                                                   Various
 9.01                                                                                                                     No
 9.02                                                                                                                     No
 9.03                                                                                                                     No
 9.04                                                                                                                     No
 9.05                                                                                                                     No
 9.06                                                                                                                     Yes
 9.07                                                                                                                     No
 9.08                                                                                                                     No
 9.09                                                                                                                     No
 9.10                                                                                                                     No
  10           38,800                                                                                                     No
 10.01                                                                                                                    No
 10.02                                                                                                                    No
 10.03                                                                                                                    No
 10.04                                                                                                                    No
 10.05                                                                                                                    No
 10.06                                                                                                                    No
 10.07                                                                                                                    No
 10.08                                                                                                                    No
 10.09                                                                                                                    No
 10.10                                                                                                                    No
  11           22,688            12,719                                                                                   Various
 11.01                                                                                                                    No
 11.02                                                                                                                    No
 11.03                                                                                                                    Yes
 11.04                                                                                                                    No
 11.05                                                                                                                    No
 11.06                                                                                                                    No
 11.07                                                                                                                    No
 11.08                                                                                                                    No
 11.09                                                                                                                    Yes
 11.10                                                                                                                    Yes
 11.11                                                                                                                    No
 11.12                                                                                                                    No
 11.13                                                                                                                    No
 11.14                                                                                                                    No
 11.15                                                                                                                    No
 11.16                                                                                                                    No
  12           31,100             8,522                                      4,167                                        No
  13           30,931             7,000                                                                                   No
  14           39,291                                                                                                     No
 14.01                                                                                                                    No
 14.02                                                                                                                    No
 14.03                                                                                                                    No
 14.04                                                                                                                    No
 14.05                                                                                                                    No
 14.06                                                                                                                    No
 14.07                                                                                                                    No
 14.08                                                                                                                    No
 14.09                                                                                                                    No
 14.10                                                                                                                    No
 14.11                                                                                                                    No
 14.12                                                                                                                    No
 14.13                                                                                                                    No
 14.14                                                                                                                    No
 14.15                                                                                                                    No
 14.16                                                                                                                    No
 14.17                                                                                                                    No
 14.18                                                                                                                    No
 14.19                                                                                                                    No
 14.20                                                                                                                    No
 14.21                                                                                                                    No
  15                                                                                                                      No
  16           51,975             2,147                                                                                   No
  17           34,360             3,967                                                                                   No
  18           28,288                                                                                                     No
 18.01                                                                                                                    No
 18.02                                                                                                                    No
 18.03                                                                                                                    No
 18.04                                                                                                                    No
 18.05                                                                                                                    No
 18.06                                                                                                                    No
 18.07                                                                                                                    No
 18.08                                                                                                                    No
 18.09                                                                                                                    No
 18.10                                                                                                                    No
 18.11                                                                                                                    No
 18.12                                                                                                                    No
 18.13                                                                                                                    No
 18.14                                                                                                                    No
 18.15                                                                                                                    No
 18.16                                                                                                                    No
 18.17                                                                                                                    No
 18.18                                                                                                                    No
 18.19                                                                                                                    No
  19           55,785             3,419                                                                                   No
  20           46,195             6,835                                                                                   No
  21           27,528             3,632                                                                                   No
  22           19,122             2,037                                                                                   No
  23           60,781             1,992                                                                                   No
  24           25,187             2,485                                                                                   No
  25           9,379                                                                                                      No
  26           44,598             7,419                                                                                   No
  27           28,007             1,464                                                                                   No
  28           21,258             9,164                                                                                   No
  29                                                                                                                      No
  30           32,803             4,169                                                                                   No
  31           11,941             7,225                               4% of Gross Revenues                                No
  32           14,015             3,134                                                                                   No
  33           9,518              2,353                                                                                   Various
 33.01                                                                                                                    No
 33.02                                                                                                                    No
 33.03                                                                                                                    Yes
  34           33,174             2,035                                                                                   No
  35           12,000             6,441                                                                                   No
  36           18,933             8,515                                                                                   No
  37           16,500             1,862                                                                                   No
  38                                                                                                                      No
  39           8,195              2,486                                                                                   No
  40           10,715             5,287                                                                                   No
  41           17,122             6,465                                                                                   No
  42           15,156             1,493                                                                                   No
  43           7,500               850                                                                                    No
  44           11,800             3,400                                                                                   No
  45           24,962             5,030                                                                                   No
  46           10,916             2,241                                                                                   No
  47           11,000                                                                                                     No
  48           10,990             2,538                                                                                   No
 48.01                                                                                                                    No
 48.02                                                                                                                    No
  49           11,586             1,354                                                                                   No
  50           12,280             1,788                                                                                   No
  51                              1,331                                                                                   Yes
  52           5,858               990                                                                                    No
  53                                                                                                                      No
  54           9,112              1,065                                                                                   No
  55           9,142              1,603                                                                                   No
  56           12,459             3,525                                                                                   No
  57           15,500             2,520                                                                                   Yes
  58           9,000              3,961                                                                                   No
  59           15,445             6,062                                                                                   No
  60           14,460             4,072                                                                                   No
  61           6,473                                                                                                      Yes
  62           15,414             2,338                                                                                   No
  63           7,843              1,769                                                                                   No
  64           14,456             4,350                                                                                   No
  65           19,564             8,225                                                                                   No
  66           12,702             6,068                                                                                   Yes
  67           38,874             4,428                                                                                   No
  68           12,478             4,603                                                                                   No
  69           5,710              2,500                                                                                   No
  70           6,498              3,193                                                                                   No
  71           6,482               753                                                                                    No
  72           9,813              2,691                                                                                   No
  73           3,964               938                                                                                    No
  74           8,900              1,250                                                                                   Yes
  75           3,655                                                                                                      No
  76                               861                                                                                    Yes
  77           14,729             1,484                                                                                   No
  78           2,174               852                                                                                    No
  79           9,833              2,634                                                                                   No
  80           10,425                                                                                                     No
  81           3,550               532                                                                                    No
  82           5,000              2,409                                                                                   No
  83           10,142            18,577                                                                                   No
  84           7,000               542                                                                                    No
  85           18,927              652                                                                                    No
  86           5,237              5,162                                                                                   No
  87           10,110             4,866                                                                                   No
  88           3,777              2,431                                                                                   No
  89           2,000              1,050                                                                                   No
  90           3,383                                                                                                      No
  91           2,506              1,627                                                                                   No
  92           3,692              1,899                                      4,592                                        No
  93           17,333             1,763                                                                                   No
  94           4,118              2,955                                                                                   No
  95           4,885              4,343                                                                                   No
  96           4,349               972                                                                                    No
  97           3,050               725                                                                                    No
  98           7,211               812                                                                                    No
  99           1,416              6,384                                                                                   No
  100          8,993              1,419                                                                                   No
  101          6,084                                                                                                      No
  102          7,973              1,290                                                                                   No
  103          1,756               443                                                                                    Yes
  104          10,715             2,258                                                                                   No
104.01                                                                                                                    No
104.02                                                                                                                    No
104.03                                                                                                                    No
104.04                                                                                                                    No
  105          6,455              1,924                                                                                   No
  106          7,403              4,108                                                                                   No
  107          6,801              1,160                                                                                   No
  108          10,702             1,328                                                                                   No
  109          4,716              1,089                                                                                   No
  110          1,924               709                                                                                    No
  111                                                                                                                     No
  112          4,193               785                                                                                    No
  113          4,275              4,395                                                                                   No
  114          2,017               398                                                                                    No
  115          1,525               702                                                                                    Yes
  116          3,427               404                                                                                    No
  117          7,989               554                                                                                    No
  118          3,254               604                                                                                    No
  119                                                                                                                     Yes
  120          3,782              1,296                                                                                   No
  121          2,175              1,780                                                                                   No
  122          2,349               948                                                                                    No
  123          3,456               774                                                                                    No
  124          3,079               446                                                                                    No
  125          5,193               735                                                                                    No
  126          4,341               831                                                                                    No
  127          4,276              1,538                                                                                   No
  128          1,497               603                                                                                    Yes
  129          5,326              4,109                                                                                   No
  130                              382                                                                                    Yes
  131          2,242               160                                                                                    Yes
  132          1,263               548                                                                                    No
  133          3,811               936                                                                                    No
  134          2,287               800                                                                                    No
  135           820                300                                                                                    No
</TABLE>



<TABLE>

                                              LARGEST TENANT
            --------------------------------------------------------------------------------------------
                                                                                                LEASE
  LOAN #                       TENANT NAME                      UNIT SIZE                     EXPIRATION
  ------                       -----------                      ---------                     ----------

     1      L.S. Ayres                                            242,199                     1/31/2012
     2      Various
   2.01     Corinthian Colleges, Inc.                              53,990                    10/31/2008
   2.02     Unisys Corporation                                     22,229                     1/31/2010
   2.03     St. Paul Companies/USF&G                               80,559                     4/30/2008
   2.04     General Electric                                       61,310                     6/30/2009
   2.05     Kraft General Foods, Inc.                              30,077                     2/28/2010
   2.06     Paramount Parks, Inc.                                  18,854                     8/31/2006
   2.07     Ikon Office Solutions, Inc.                            40,279                    11/30/2006
   2.08     Blue Cross and Blue Shield NC                          18,529                    12/31/2008
   2.09     Amerisourcebergen Corporation                          71,054                     6/30/2008
   2.10     Lebhar Friedman, Inc.                                  39,945                     4/30/2006
   2.11     First-Citizens Bank & Trust Co.                        19,803                     8/31/2010
   2.12     Sodexho America, LLC                                    6,277                     6/30/2007
   2.13     Aon Service Corporation                                 6,840                    11/30/2007
   2.14     Hazen & Sawyer, P.C.                                    7,834                    10/31/2009
   2.15     Corinthian Colleges, Inc.                              49,368                     5/31/2011
   2.16     Nova Southeastern University                           41,179                     1/31/2010
   2.17     North Carolina Farm Bureau Ins                          6,500                     5/31/2009
   2.18     BASF Corporation                                       18,632                     4/30/2007
   2.19     Que-Net Media                                          21,243                     6/30/2005
   2.20     Ace Mortgage Funding                                   10,439                    10/31/2009
   2.21     Time/Warner Retail Sales & Marketing                   34,151                     7/31/2010
   2.22     AG Communication Systems                               11,580                     2/28/2006
   2.23     Keybank USA, National Assoc.                           12,677                     4/30/2008
   2.24     Cabaret Systems, Inc.                                   5,145                    11/30/2009
   2.25     Shelco, Inc. (sl Mansel Contr.)                        20,162                    12/31/2009
   2.26     Lincare                                                 6,965                     2/28/2006
   2.27     Woolpert LLP                                           17,614                     7/31/2010
   2.28     Greenpoint Financial Corp.                             40,615                    12/31/2006
   2.29     Quest Diagnostics                                       7,330                     5/14/2005
   2.30     A-1 Professional Employer, Inc.                        21,300                     7/31/2009
   2.31     Indian Head Industries, Inc.                           15,000                     2/28/2009
   2.32     Premier Systems Integrators                            11,395                     8/31/2005
   2.33     Quaero, LLC                                             6,047                    12/31/2005
     3      Goldman, Sachs & Co.                                  238,438                    10/15/2010
     4      Nordstrom                                             206,197                     3/31/2035
     5      Forty-Second Street Cinemas, Inc.                      78,562                    11/30/2019
     6
   6.01
   6.02
   6.03
   6.04
     7
   7.01
   7.02
   7.03
   7.04
     8
   8.01
   8.02
   8.03
     9
   9.01     Academy                                                59,418                     8/31/2017
   9.02     Office Depot                                           27,910                     3/31/2009
   9.03     Schoolocker                                            12,000                     5/31/2012
   9.04     US Army, Navy, Air Force                                6,041                     6/30/2008
   9.05     China Harbor                                            8,344                     8/31/2010
   9.06     Buffet King                                            12,000                     5/31/2024
   9.07
   9.08     Diversions Game Room, Inc.                              3,022                    12/31/2005
   9.09     Dr. Sykes DDS                                           1,600                     6/30/2008
   9.10     Bridgeway Bible Church                                  1,749                    10/31/2007
    10
   10.01
   10.02
   10.03
   10.04
   10.05
   10.06
   10.07
   10.08
   10.09
   10.10
    11
   11.01
   11.02
   11.03    University of Virginia                                 29,231                     5/31/2008
   11.04    Monterey Doctor's Surgery Center                        6,383                     8/31/2011
   11.05
   11.06
   11.07
   11.08
   11.09    Alltel                                                 10,000                     5/18/2007
   11.10    State of California Department of General Service       5,330                     9/30/2011
   11.11    Community Hospital                                      3,285                     9/30/2010
   11.12
   11.13
   11.14
   11.15
   11.16
    12      Metropolitan Theatres                                  41,915                     6/30/2011
    13
    14
   14.01
   14.02
   14.03
   14.04
   14.05
   14.06
   14.07
   14.08
   14.09
   14.10
   14.11
   14.12
   14.13
   14.14
   14.15
   14.16
   14.17
   14.18
   14.19
   14.20
   14.21
    15      State of Vermont                                        8,649                     5/31/2010
    16      Barnes & Noble                                         30,602                     1/31/2012
    17      Dick's Sporting Goods                                  50,290                     1/31/2016
    18
   18.01
   18.02
   18.03
   18.04
   18.05
   18.06
   18.07
   18.08
   18.09
   18.10
   18.11
   18.12
   18.13
   18.14
   18.15
   18.16
   18.17
   18.18
   18.19
    19      Gart Sports                                            32,630                     1/31/2013
    20      Fujitsu                                                89,000                     5/31/2008
    21      Michael's Store                                        17,520                     2/28/2009
    22      Sports Authority/Gart Sports                           36,256                    10/31/2010
    23      Ace Hardware                                           33,450                     9/14/2020
    24      Irvine Dance Academy                                    5,775                     6/30/2015
    25      Nobu - Malibu                                           2,538                     12/1/2017
    26
    27      May Queen                                               6,838                     3/31/2008
    28
    29
    30      Southwestern Bell Telephoe Company                     82,200                     4/30/2010
    31
    32
    33
   33.01    Rite Aid                                               17,200                     5/31/2006
   33.02    Cosmoprof/Beauty Systems                                3,000                     5/31/2008
   33.03    Valvoline Instant Oil Change                            2,610                     2/28/2015
    34      Waldbaums                                              47,491                     7/31/2013
    35
    36
    37
    38      Lowe's                                                134,934                     2/28/2025
    39      Showbiz Pizza                                           8,900                     7/31/2015
    40      Joseph A. Bank Clothiers                              289,813                     9/30/2014
    41
    42      Lease Administration Dept The TJX Companies, Inc       28,000                     1/31/2008
    43      24 Hour Fitness USA, Inc.                              39,998                    12/31/2019
    44      Delaware County Services                               54,000                     7/1/2014
    45      Burlington Coat Factory                                61,453                     1/31/2007
    46      Big Lots                                               27,320                     1/31/2008
    47      Maryland Athletic Club                                 60,902                     2/28/2016
    48
   48.01
   48.02
    49      Advanced Marketing Service                             68,208                     4/30/2008
    50
    51      Aurora Loan Services, Inc.                            111,893                     7/31/2016
    52      Burke's Outlet                                         10,750                     9/30/2006
    53
    54
    55      State of California Rehab                              13,569                     4/30/2007
    56
    57      North American Cinemas, Inc.                           57,708                     6/30/2026
    58
    59
    60
    61      Impressions Marketing Group                           113,910                    10/31/2013
    62      Aquarium Industrial, Inc.                              13,773                     1/31/2006
    63
    64      Strauss                                                12,297                     12/3/2013
    65      Fairlield Resorts                                      90,677                     1/1/2011
    66      Kintetsu World Express USA                            100,000                     3/31/2011
    67      State Civil Service Comm.                              60,768                     6/30/2008
    68
    69
    70
    71      Coldwell Banker Residential                            14,452                     7/31/2012
    72      Publix Supermarket                                     44,271                     1/31/2024
    73      Car Toys                                                6,100                     1/31/2010
    74      Robertshaw Controls Company                            74,400                    10/10/2016
    75      Malibu Kitchen                                          3,695                     7/1/2010
    76      Lockheed Martin                                       111,471                     3/31/2007
    77      The Eye Doctor                                          9,008                     2/28/2010
    78      Sylvia & Company Insurance Agency, Inc.                12,319                     2/28/2014
    79
    80      WI Heart & Vascular Clinic                             16,526                     9/30/2014
    81      Quest Diagnostics                                      38,145                    11/30/2010
    82
    83      Dynacraft Ind.                                         25,500   9/30/2006 (12,000 SF) & 9/30/2009 (13,500 SF)
    84      IHOP, Inc.                                              4,500                     6/14/2009
    85      Travelex America Inc.                                  17,279                     4/30/2010
    86
    87
    88
    89      Blockbuster                                             4,995                     9/30/2009
    90      Mexican Market                                          4,240                     7/1/2010
    91
    92
    93      Par Exsalonce                                           6,576                     2/28/2007
    94
    95      Ross Stores, Inc.                                      30,187                     1/31/2014
    96      RIVCO Leaservice/S.C. Dental                            8,400                     9/30/2006
    97      Family Christian Stores                                 4,000                     3/31/2010
    98      MG Dance Studio                                         2,084                     4/30/2009
    99
    100     Goodyear Tire & Rubber Company                          5,120                     2/1/2006
    101     Smart & Final                                          20,300                     2/1/2020
    102     Glazer                                                  7,109                     5/31/2006
    103     Across Town Movers                                     63,000                     6/30/2020
    104
  104.01    Auto Zone                                               5,400                    10/31/2008
  104.02    Blue Onion                                              3,012                    12/31/2005
  104.03    Auto Zone                                               5,400                    10/31/2008
  104.04    Med-Aid Pharmacy & Medical Supplies                     3,200                     2/23/2010
    105     Hala Cafe and Bakery                                    4,900                    11/21/2018
    106
    107     Alerus Financial                                       29,182                     3/31/2013
    108     Rite Aid Corp                                           9,500                     9/30/2010
    109     David Talasazan                                        48,800                    11/30/2008
    110     Logic Computer                                          2,482                     9/30/2006
    111     CVS                                                    11,970                     1/31/2028
    112
    113
    114     TelAire/Edwards Systems                                12,382                     2/28/2009
    115     Santa Fe Imaging Center                                19,290                     4/14/2020
    116     American Family Real Estate                             5,710                     6/30/2007
    117     Saddleback Grapes & Grains                              4,200                    12/20/2007
    118     Italian Bistro - Graz                                   3,301                     1/1/2010
    119     Walgreen's                                             13,813                     5/31/2030
    120
    121
    122
    123     Piggly Wiggly                                          20,633                    12/31/2009
    124     S.A.I.C.                                                9,655                     1/31/2007
    125
    126     Michael's                                              23,200                    11/30/2006
    127
    128     Women Management Inc                                    6,468                     2/28/2009
    129
    130     Eckerd Corporation                                     13,235                     1/28/2024
    131     Mid-State Bank & Trust                                  4,183                     9/30/2015
    132
    133
    134
    135
</TABLE>



<TABLE>

                                                  2ND LARGEST TENANT
          ---------------------------------------------------------------------------------------------------------
                                                                                                            LEASE
LOAN #                    TENANT NAME                      UNIT SIZE                                     EXPIRATION
------                    -----------                      ---------                                     ----------

   1      JC Penney                                          191,671                                      6/30/2018
   2      Various
 2.01     Kimley-Horn and Associates, Inc.                    15,889                                      5/31/2009
 2.02     Shapiro & Ingle, LLP                                15,476                                      8/31/2010
 2.03
 2.04     Child Care Resources, Inc.                          14,720                                      9/30/2012
 2.05     Sunbelt Rentals, Inc.                               29,039                                      8/31/2006
 2.06     Material Handling Alliance                          12,144                                      8/31/2010
 2.07     Strategic Outsourcing, Inc.                         19,245                                     12/31/2010
 2.08     Omega Performance Corporation                       10,518                                      9/30/2010
 2.09
 2.10     Greystone Healthcare Mgmt Corp                      10,628                                     10/31/2009
 2.11     Carolinas, Physician Network                         7,294                                      6/30/2007
 2.12     State Farm Mutual Auto Insurance                     6,235                                      8/31/2007
 2.13     International American Homes                         5,957                                      2/29/2012
 2.14     Royal Health Care of Long Island                     7,020                                     12/31/2007
 2.15
 2.16     ReEmployAbility, Inc.                                1,410                                      1/31/2007
 2.17     NMP, LLC                                             6,300                                      7/31/2007
 2.18     CH2M Hill                                           10,223                                      5/31/2008
 2.19     Engineering Consulting Service                      11,560                                      3/31/2008
 2.20     Pitney Bowes, Inc.                                   6,317                                      5/31/2008
 2.21     Quest Diagnostics                                   10,382                                      5/14/2005
 2.22     Tetra Tech, Inc.                                     6,880                                      9/30/2006
 2.23     Lanier Worldwide, Inc.                               8,482                                      3/31/2009
 2.24     Quest Diagnostics                                    4,969                                      6/30/2011
 2.25     Cytec Industries, Inc.                               8,991                                      6/30/2010
 2.26     SI Solutions, LLC                                    4,840                                      8/14/2006
 2.27
 2.28
 2.29     USDA                                                 4,200                                      4/30/2006
 2.30
 2.31
 2.32
 2.33
   3      Daiwa Securities                                   147,016                                      8/31/2010
   4      Neiman Marcus                                      143,196                                      1/21/2017
   5      TSE Group, LLC                                      17,720                                      4/1/2020
   6
 6.01
 6.02
 6.03
 6.04
   7
 7.01
 7.02
 7.03
 7.04
   8
 8.01
 8.02
 8.03
   9
 9.01     Fallas Paredes                                      22,500                                      5/31/2008
 9.02     Walgreens                                           10,998                                      7/31/2016
 9.03     Mr Panda                                             9,844                                      5/31/2013
 9.04     Tink-A-Tako                                          3,532                                      9/30/2005
 9.05     Alamo Health Care                                    6,809                                         MTM
 9.06
 9.07
 9.08     Wingstop Restaurant                                  1,766                                      5/31/2008
 9.09     Why Weight                                           1,400                                      3/31/2008
 9.10     Tan It Up                                            1,127                                      6/30/2008
  10
 10.01
 10.02
 10.03
 10.04
 10.05
 10.06
 10.07
 10.08
 10.09
 10.10
  11
 11.01
 11.02
 11.03
 11.04    Bay Area Medical Imaging                             2,969                                      9/30/2012
 11.05
 11.06
 11.07
 11.08
 11.09
 11.10
 11.11    San Jose Construction                                1,967                                      2/28/2006
 11.12
 11.13
 11.14
 11.15
 11.16
  12      Rick Engineering                                    11,811                                      11/1/2010
  13
  14
 14.01
 14.02
 14.03
 14.04
 14.05
 14.06
 14.07
 14.08
 14.09
 14.10
 14.11
 14.12
 14.13
 14.14
 14.15
 14.16
 14.17
 14.18
 14.19
 14.20
 14.21
  15      Gap                                                  8,170                                      4/30/2007
  16      Pier 1 Imports                                      11,802                                      7/31/2006
  17      Michael's                                           31,800                                      3/31/2006
  18
 18.01
 18.02
 18.03
 18.04
 18.05
 18.06
 18.07
 18.08
 18.09
 18.10
 18.11
 18.12
 18.13
 18.14
 18.15
 18.16
 18.17
 18.18
 18.19
  19      Bed Bath and Beyond                                 25,000                                      1/31/2012
  20      Federal Bureau of Investigation                     15,500                                      5/31/2015
  21      Peter Piper Pizza                                   14,000                                      1/31/2013
  22      Michaels                                            22,926                                     12/31/2009
  23      TJ Maxx                                             30,000                                      9/1/2010
  24      Dr. Kim, DDS                                         3,003                                      7/31/2016
  25      Tradinoi                                             2,278                                      1/1/2010
  26
  27      Aspeed Design                                        5,618                                      3/31/2005
  28
  29
  30      Orthopedic Sports Medicine                          11,111                                      9/30/2009
  31
  32
  33
 33.01    House of Champions                                   6,254                                     11/26/2005
 33.02    Coin Laundry/Hyum H. Choi and Angela Choi            2,500                                      6/30/2009
 33.03
  34      Eckerd                                              13,000                                      1/31/2009
  35
  36
  37
  38      Best Buy                                            45,839                                      4/30/2020
  39      James Carrescia                                      5,813                                      7/31/2020
  40      Black & Decker                                     158,947                  7/31/2007 (83,781 SF); 12/31/2009 (57,566 SF);
                                                                                            2/28/2007 (5,000 SF); MTM (12,600 SF)
  41
  42      Armadillo Club, Inc.                                 7,200                                      3/31/2013
  43      Jamba Juice                                          1,723                                      3/31/2015
  44      Conway Stores                                       25,000                                      5/31/2015
  45      Conn Appliance                                      35,848                                      4/30/2015
  46      US Post Office                                      23,550                                      2/28/2006
  47      About Faces                                          7,886                                      9/30/2009
  48
 48.01
 48.02
  49      Deli                                                 1,240                                     12/31/2009
  50
  51
  52      Boston Billie's Restaurant                           8,060                                      9/30/2007
  53
  54
  55      Search Associates                                    7,634                                      1/31/2010
  56
  57
  58
  59
  60
  61
  62      All-Power America, Inc.                             13,526                                      3/15/2006
  63
  64      Wei's Buffet                                         5,965                                      1/1/2012
  65      Margate Sch. Of Bty.                                21,310                                      11/1/2012
  66
  67      Goldberg, Katzman, Shipman                          18,780                                     12/31/2011
  68
  69
  70
  71      Valerie Cosmetics                                    1,727                                      7/31/2007
  72      Beall"s                                             16,757                                      4/30/2008
  73      Chipotle Mexican Grill                               3,004                                      1/20/2010
  74
  75      Shabby Chic                                          1,924                                      7/1/2013
  76
  77      Bloomfield Surgi-Center                              7,406                                      3/31/2014
  78      Advanced Eye Center, Inc.                           11,752                                     12/31/2013
  79
  80      Kidney Institute-Dialysis                            6,731                                      7/31/2015
  81      Nevada Kanko Services                                2,025                                      6/30/2010
  82
  83      Impact                                               8,100                                      5/30/2010
  84      Mac Universe                                         3,024                                     12/31/2005
  85      O'Reilly & Marsh                                     6,253                                      1/31/2008
  86
  87
  88
  89      Smile Dental                                         1,920                                      1/31/2010
  90      Washington Mutual                                    3,500                                      3/31/2015
  91
  92
  93      National Real Estate                                 3,500                                      4/30/2010
  94
  95      Staples                                             14,588                                      4/30/2020
  96      St. Joseph Family Medical Center, Inc.               2,776                                      5/31/2008
  97      Pat's Desert Music                                   4,000                                      3/1/2008
  98      Quizno's Sandwiches                                  1,950                                      5/31/2012
  99
  100     Sunwest Restaurant Concept, Inc.                     5,120                                      3/31/2015
  101     Panda Express                                        1,801                                     11/11/2014
  102     Morton Cap.                                          6,459                                     10/31/2009
  103
  104
104.01    Dollar Discount Stores                               1,500                                      9/30/2006
104.02    Comet Cleaners                                       3,012                                      6/9/2010
104.03    Sally's Beauty Supply                                1,500                                      3/31/2006
104.04    Jaime Medrano, M.D., P.A.                            3,200                                     10/31/2006
  105     All Women's Health Center                            3,678                                     12/31/2010
  106
  107     RL Engebretson                                      10,605                                     12/31/2007
  108     Independence Bank                                    5,200                                      8/31/2009
  109     Pan Fabrics & Mr. Nader Maghen                      28,500                                      4/4/2006
  110     Yoav Nagar                                           2,423                                      2/28/2007
  111
  112
  113
  114     Clean Water Technologies                            12,216                                     11/15/2007
  115
  116     Black Mountain Community                             5,053                                      2/28/2010
  117     Wah Wok Chinese Food                                 1,800                                      6/22/2008
  118     Re/Max Executives                                    2,709                                      4/4/2007
  119
  120
  121
  122
  123     Dollar General                                       9,000                                      5/31/2006
  124     H.R.P.                                               8,833                                      3/31/2008
  125
  126     Distiller's Outlet                                   2,400                                      6/30/2009
  127
  128
  129
  130
  131
  132
  133
  134
  135
</TABLE>



<TABLE>

                                             3RD LARGEST TENANT
            ---------------------------------------------------------------------------------------------------
                                                                                                       LEASE
  LOAN #                 TENANT NAME(56)                         UNIT SIZE                          EXPIRATION
  ------                 ---------------                         ---------                          ----------

     1      H&M                                                                18,000                1/31/2015
     2      Various
   2.01     Airlines Reporting Corp.                                           13,879               10/31/2009
   2.02     Black & Veatch Corporation                                         14,720                2/28/2007
   2.03
   2.04     Family Preservation Services                                        7,734               12/31/2009
   2.05     Council on Education in Mgmt                                        8,706                8/31/2010
   2.06     Isaacs Group, The                                                   7,050                9/30/2007
   2.07     Sedgwick Claims Mgmt Services                                       7,149                1/31/2011
   2.08     CHF Industries, Inc.                                               10,124                2/28/2008
   2.09
   2.10     SRD, Inc.                                                           2,160                1/14/2009
   2.11     Indian Head Industries, Inc.                                        6,494                2/28/2009
   2.12     Capacity Insurance Company                                          5,875                4/30/2010
   2.13     Burnetti, P.A., Inc.                                                5,045                7/31/2008
   2.14     Highwood Properties, Inc.                                           6,997               12/31/2029
   2.15
   2.16     Oce Printing Systems USA, Inc.                                        967               11/30/2006
   2.17     Dan Cornelison (assignee)                                           2,078                2/28/2009
   2.18     Great American Insurance, Co.                                       4,872               10/31/2007
   2.19     USA Today                                                           9,610                1/31/2008
   2.20     Birch Telecom of South, Inc.                                        5,229               12/31/2010
   2.21
   2.22     IXC Communications Services                                         5,765                2/28/2009
   2.23     Motorola, Inc.                                                      5,196                7/31/2006
   2.24     Hormel Foods                                                        4,520                8/31/2005
   2.25
   2.26     Linc Services, LLC                                                  4,800                3/31/2008
   2.27
   2.28
   2.29     Northwood University                                                1,944                3/31/2006
   2.30
   2.31
   2.32
   2.33
     3      T.D. Waterhouse                                                   135,066                2/28/2021
     4      Crate & Barrel                                                     32,591                1/31/2011
     5      Transportation Displays Incorporated                               17,700                6/15/2019
     6
   6.01
   6.02
   6.03
   6.04
     7
   7.01
   7.02
   7.03
   7.04
     8
   8.01
   8.02
   8.03
     9
   9.01     China Harbor                                                       14,000               11/30/2015
   9.02     Joann Stores, Inc.                                                 10,000               10/31/2005
   9.03     6436, Inc.                                                          9,000               10/31/2019
   9.04     Roxy's                                                              3,400                8/31/2007
   9.05     Rent-A-Center                                                       5,817                8/31/2009
   9.06
   9.07
   9.08     Footwear for Less                                                   1,419                9/30/2009
   9.09     Ranger Cleaners                                                     1,200                4/30/2007
   9.10     Taco Rey                                                            1,112                4/30/2006
    10
   10.01
   10.02
   10.03
   10.04
   10.05
   10.06
   10.07
   10.08
   10.09
   10.10
    11
   11.01
   11.02
   11.03
   11.04    InWest Insurance                                                    2,424                7/31/2009
   11.05
   11.06
   11.07
   11.08
   11.09
   11.10
   11.11
   11.12
   11.13
   11.14
   11.15
   11.16
    12      UCR Accounting Office                                               9,087                1/1/2007
    13
    14
   14.01
   14.02
   14.03
   14.04
   14.05
   14.06
   14.07
   14.08
   14.09
   14.10
   14.11
   14.12
   14.13
   14.14
   14.15
   14.16
   14.17
   14.18
   14.19
   14.20
   14.21
    15      Pottery Barn                                                        8,048                1/31/2015
    16      ULTA 3 Cosmetics                                                    9,180               10/31/2006
    17      Borders (Office Max)                                               20,600                3/31/2015
    18
   18.01
   18.02
   18.03
   18.04
   18.05
   18.06
   18.07
   18.08
   18.09
   18.10
   18.11
   18.12
   18.13
   18.14
   18.15
   18.16
   18.17
   18.18
   18.19
    19      Borders, Inc.                                                      23,000                1/31/2022
    20      Strasburger & Price                                                13,939                3/31/2016
    21      Fedex Kinko's                                                       7,000                9/30/2009
    22      Party City                                                         11,406                2/28/2010
    23      OfficeMax                                                          23,500                2/1/2017
    24      Taekwondo                                                           2,493               12/31/2012
    25      Malibu Colony Co.                                                   1,995                6/1/2010
    26
    27      Wilshire State Bank                                                 3,240                4/30/2010
    28
    29
    30      Metro Heart Group                                                   9,137                6/30/2006
    31
    32
    33
   33.01    Washington Mutual                                                   4,563               11/30/2010
   33.02    La Siesta Market/Coronado                                           2,100                3/31/2015
   33.03
    34      Boston Market                                                       2,955               11/30/2016
    35
    36
    37
    38      Long John Sliver's                                                 15,000                7/31/2023
    39      Akbar Ali                                                           2,200               11/30/2011
    40      Fidelitone, Inc.                                                  151,373                2/28/2007
    41
    42      Family Christian Stores, Inc.                                       7,032               12/31/2006
    43      Quiznos Subs (Domke)                                                1,411                2/28/2015
    44      KB Toy Works                                                        8,000               12/31/2006
    45      Ross Dress for Less                                                27,200                1/31/2006
    46      Gold's Gym                                                         20,560               12/31/2015
    47      Timonium Dental                                                     1,923                5/31/2009
    48
   48.01
   48.02
    49
    50
    51
    52      Menifee Valley Community                                            7,340                3/31/2009
    53
    54
    55      Kenneth Rowen                                                       6,530                2/28/2008
    56
    57
    58
    59
    60
    61
    62      Cresthill Furniture, Inc.                                          10,464                7/31/2007
    63
    64      Crazy Farms                                                         5,012                3/28/2013
    65      THASC Sales Co.                                                    13,450               11/30/2005
    66
    67      Citigroup Global Markets                                           14,284                3/31/2014
    68
    69
    70
    71      S.G. Inc.                                                           1,096               11/30/2007
    72      Aaron's                                                            11,200                3/7/2010
    73      Il Vicino                                                           3,001                7/29/2012
    74
    75      Clarise Beauty Supply                                               1,800                12/1/2006
    76
    77      Rainbow Montessori                                                  6,102                8/31/2009
    78      Countrywide Home Loans, Inc.                                        8,841                1/31/2010
    79
    80      Kidney Institute                                                    5,394                8/31/2014
    81      Active Finance                                                      1,632                2/28/2009
    82
    83      Best For Less                                                       8,000                9/30/2008
    84      Asia Medical                                                        2,792                3/14/2008
    85      John Gomes, MD                                                      3,531                8/31/2011
    86
    87
    88
    89      Pizza Hut                                                           1,582               12/31/2006
    90      Cashback                                                            1,800                7/6/2013
    91
    92
    93      Tequila Harry's                                                     3,447                6/30/2008
    94
    95
    96      Retina-Vitreous Associates Medical Group                            2,752                5/31/2011
    97      Premiere Home Entertainment                                         3,000                1/30/2010
    98      BNT Body Therapy                                                    1,845                4/30/2005
    99
    100     Midas Muffler Shop                                                  5,033                6/1/2006
    101     Daily Nails & Spa                                                   1,552                7/31/2011
    102     Paramount                                                           3,003                8/31/2006
    103
    104
  104.01    Sally's Beauty Supply                                               1,500                7/31/2007
  104.02    Walgreen's                                                          3,012               10/31/2006
  104.03    Subway                                                              1,500                7/31/2008
  104.04
    105     Sam Won Gardens                                                     3,500               10/31/2008
    106
    107     Ohnstad Twichell                                                    5,033                2/28/2009
    108     House & Home                                                        2,400                5/31/2015
    109     Benny's Wholesale                                                  23,000               10/31/2006
    110     Hardwire Mortgage                                                   2,134                4/30/2008
    111
    112
    113
    114     Smart Business Interiors                                            4,950               10/31/2005
    115
    116     United Title                                                        2,749                7/30/2006
    117     Fredrick Pizza Plus                                                 1,400                1/27/2007
    118     Dan Woodley                                                         2,624                6/15/2008
    119
    120
    121
    122
    123     Carnaggio's                                                         4,200                6/30/2007
    124     Carmen V. Porecca                                                   3,702                3/31/2008
    125
    126
    127
    128
    129
    130
    131
    132
    133
    134
    135
</TABLE>

                            FOOTNOTES TO ANNEX A-1

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

(1)   In the case of the Verga-Owens Multifamily the mortgaged property located
      at Owens Avenue, Marina, California is comprised of 15 individual
      properties all located on Owens Avenue. The properties are covered under
      one mortgage and can only be released from the lien of the loan as a
      pool.

(2)   The Unit of Measure type and Total SF/Unit count for Equity Lifestyle
      Portfolio mortgage loan represent all available units including RV Pads
      (both seasonal and transient), rental cabins and rental apartments.

(3)   The Total SF/Unit for the Valvoline Center (Ground Lease) mortage loan
      represents the land area.

(4)   The Total SF/Unit for the Plaza Diamond Bar mortgage loan reflects the
      rentable square footage after the permitted reconstruction of one of the
      buildings at the property.

(5)   Total SF/Units, Original Balance per Unit ($), Cut-off Date Balance per
      Unit ($) and Occupancy % for Verga Portfolio mortgage loan reflects only
      multifmaly properties, and does not include the 5 commercial properties.
      The 5 commercial properties have a weighted average occupancy percentage
      of 96.6%.

(6)   For mortgage loans secured by multiple mortgaged real properties, the
      Occupancy % for such Mortgage Loans is the weighted average Occupancy %
      of each Mortgaged Property based on square footage, number of units,
      number of pads, number of rooms or Appraised Value ($).

(7)   The Occupancy % for the 6101-6121 18th Avenue mortgage property is on a
      percentage leased basis as of May 1, 2005. The Occupancy % is 55.6% as of
      April 6, 2005.

(8)   The Occupancy % for the Equity Lifestyle Portfolio mortgage loan is based
      on the number of seasonal pads rented for the season at each property and
      represents 204 pads for Alpine Lake, 1,105 pads for Brennan Beach, and
      161 pads for Sandy Beach. The season generally runs from May 1, 2005 to
      October 15, 2005. Seasonal units account for 27% of Alpine Lake revenue,
      62% of Brennan Beach revenue and 68% of Sandy Beach revenue.

(9)   Plaza Diamond Bar's Occupancy % is based on the square footage in place
      as of the Cut-Off Date and does not include the to-be re-constructed
      building.

(10)  UW DSCR (x) and Appraised Value ($) for the Plaza Diamond Bar mortgage
      loan were calculated based on certain assumptions related to the
      property's lease-up in order to achieve a stabilized value. These
      assumptions are consistent with the performance related criteria required
      to obtain the release of a cash holdback that serves as additional
      collateral. The "as is" UW DSCR (which is based on a NCF of $960,691) is
      1.01 (x) based on existing leases in place and without assumptions
      related to the holdback. The "as is" LTV based on the cut-off balance is
      85.7%.

(11)  With respect to cross-collateralized and cross-defaulted mortgage loans,
      the UW DSCR (x), Cut-off Date LTV (%) and Maturity LTV (%) are
      illustrated based upon the individual loan data without consideration to
      the crossed data.

(12)  Two of the properties in the Highwoods Portfolio mortgage loan, Parkway
      Plaza Building Eleven and Parkway Plaza Building Twelve, are expected to
      be released by the borrower. The values of and cash flow from these
      properties have been excluded from the Annex A and from the calculation
      of Cut-off Date LTV (%), Maturity LTV (%), allocated balances and UW
      DSCR.

(13)  For mortgage loans secured by multiple Mortgaged Properties, each
      Mortgage Loan's Original Balance($), Cut-Off Date Balance($) and
      Maturity/ARD Balance($) are allocated to the respective mortgaged
      properties based on the mortgage loan documentation or an allocation
      determined by Appraised Value($).

(14)  Each Loan number identifies a group of crossed loans.

(15)  Each Loan number identifies a group of related borrowers.

(16)  For each mortgage loan, the Admin. Fee % represents the master servicing
      fee rate, the primary servicing fee rate, the trustee fee rate and a
      correspondence fee rate, if applicable, in total. The Net Mortgage Rate %
      equates to the related Interest Rate % less the related Admin. Fee %.

(17)  IO Monthly Debt Service ($) has been determined by dividing IO Annual Debt
      Service ($) by 12.

(18)  With respect to Sun City Shopping Center, Strawberry Square, Mission
      Industrial, Texarkana Apartments Phase II, Willow Creek Estates, Conway
      Apartments Phase II, Chapel Ridge of Ripley, and El Dorado Homes Phase
      III mortgage loans, the Rem. Term, First Payment Date, I/O Period, and
      the Remaining Prepayment Provision (Payments) for these loans were
      adjusted to include 1 (one) interest-only period to reflect the interest
      payment the Trust will receive on September 1, 2005.

(19)  For mortgage loans with an I/O component, the I/O Period reflects the
      initial interest only period as of the respective Note Date of the
      mortgage loan.

(20)  The "LO" component of the prepayment provision represents remaining
      lockout payments, "Def" represents remaining defeasance payments, "O"
      represents remaining open periods, and "YM" represents remaining yield
      maintenance periods.

(21)  The New Market Square mortgage loan, the Foothills Park Place mortgage
      loan, the Residence Inn - North Dartmouth mortgage loan, the Mission
      Industrial mortgage loan and the Poway Promenade mortgage loan provide
      for prepayment premiums that are equal to the greater of (i) one percent
      (1%) of the outstanding principal balance at the time of prepayment, or
      (ii) the excess, if any, of (1) the present value on the date of such
      prepayment of all remaining scheduled payments of principal and interest
      from the Prepayment Date through the Maturity Date (including any balloon
      payment) determined by discounting such payments at the Discount rate
      (hereinafter defined) less the amount of principal being prepaid. The
      term "Discount Rate" means the rate which, when compounded monthly, is
      equivalent to the Treasury Rate when compounded semi-annually. The term
      "Treasury Rate" shall mean the yield calculated by the linear
      interpolation of


      the yields, as reported in Federal Reserve Statistical Release
      H.15-Selected Interest Rates under the heading U.S. Government
      Securities/Treasury Constant Maturities for the week ending prior to the
      Prepayment Date, of U.S. Treasury maturities with maturity dates (one
      longer and one shorter) most nearly approximating the Maturity Date.

(22)  The Residence Inn Portfolio 1 and 2 mortgage loans provide for prepayment
      premiums that are equal to the greater of (i) one percent (1%) of the
      outstanding principal balance at the time of prepayment, or (ii) the
      positive difference, if any, between (a) the present value on the date of
      prepayment (by acceleration or otherwise) of all future installments of
      principal and interest which the Borrowers would otherwise be required to
      pay under the Note from the date of such prepayment until the Maturity
      Date absent such prepayment, including the unpaid principal amount which
      might otherwise be due upon the Maturity Date absent such prepayment,
      with such present value being determined by the use of a discount rate
      equal to the yield to maturity (adjusted to a "Mortgage Equivalent Basis"
      pursuant to the standards and practices of the Securities Industry
      Association), on the date of such prepayment of the United States
      Treasury Security having the term to maturity closest to what otherwise
      would have been the remaining term hereof absent such prepayment and (b)
      the principal balance of the Loan on the date of such prepayment.

(23)  The Burlington Town Center mortgage loan provides for prepayment premiums
      that are equal to the greater of (i) one percent (1%) of the outstanding
      principal balance at the time of prepayment, or (ii) an amount equal to
      the present value as of the Prepayment Date of the Calculated Payments
      from the Prepayment Date through the Lockout Release Date determined by
      discounting such payments at the Discount Rate. "Calculated Payments"
      shall mean the monthly payments of interest only which would be due based
      on the principal amount of the Loan being prepaid on the Prepayment Date
      and assuming an interest rate per annum equal to the difference (if such
      difference is greater than zero) between (y) the Regular Interest Rate
      and (z) the Yield Maintenance Treasury Rate. "Discount Rate" shall mean
      the rate which, when compounded monthly, is equivalent to the Yield
      Maintenance Treasury Rate, when compounded semi-annually. "Yield
      Maintenance Treasury Rate" shall mean the yield calculated by Lender by
      the linear interpolation of the yields, as reported in the Federal
      Reserve Statistical Release H.15.

(24)  The 1000 Franklin Avenue mortgage loan provides for prepayment premiums
      that are equal to the greater of (i) one percent (1%) of the outstanding
      principal balance at the time of prepayment, or (ii) the positive
      difference, if any, between (x) the present value on the date of such
      prepayment of all future installments which Borrower would otherwise be
      required to pay under this Note during the original term hereof absent
      such prepayment, including the unpaid Principal Amount which would
      otherwise be due upon the scheduled Maturity Date absent such prepayment,
      with such present value being determined by the use of a discount rate
      equal to the yield to maturity (adjusted to a "Mortgage Equivalent
      Basis", of the United States Treasury Security having the term to
      maturity closest to what otherwise would have been the remaining term
      hereof absent such prepayment (the "Comparison Treasury Security"), and
      (y) the outstanding principal amount on the date of such prepayment.

(25)  Westwood Plaza mortgage loan provides for prepayment premiums that are
      equal to the amount, if any (but in no event less than zero), equal to
      the present value of a series of payments each equal to the Payment
      Differential and payable on each Payment Date over the remaining original
      term of the Note and on the Stated Maturity Date, discounted at the
      Reinvestment Yield for the number of months remaining as of the date of
      such prepayment to each such Payment Date and the Stated Maturity Date.
      "Payment Differential" shall mean an amount equal to (i) the Interest
      Rate less the Reinvestment Yield, divided by (ii) twelve (12) and
      multiplied by (iii) the principal sum outstanding under the Note after
      application of the constant monthly payment due under the Note on the
      date of such prepayment, provided that the Payment Differential shall in
      no event be less than zero. "Reinvestment Yield" shall mean an amount
      equal to the lesser of (i) the yield on the U.S. Obligations with a
      maturity date closest to the Stated Maturity Date, or (ii) the yield on
      U.S. Obligations with a term equal to the remaining average life of the
      indebtedness evidenced by the Note.

(26)  The Kern Canyon Estates mortgage loan provides for prepayment premiums
      that are equal to an amount that is the greater of (i) one percent (1%)
      of the amount of the Principal Indebtedness being prepaid, and (ii) an
      amount equal to the product obtained by multiplying: (A) the amount of
      the Principal Indebtedness being repaid, by (B) the difference obtained
      by subtracting the Adjusted Yield Rate from the Adjusted Interest Rate,
      by (C) the present value factor calculated using the following formula:
      (1 - (1 + r/12) --n ) / r where r = Adjusted Yield Rate, n = the
      remaining term of the Loan in months calculated as follows: the number of
      days (and any fraction thereof) between the date of the prepayment or
      acceleration and the Maturity Date, multiplied by 12/365.25. "Adjusted
      Interest Rate" means the Interest Rate multiplied by 365.25/360.
      "Adjusted Yield Rate" means the product of the following formula:
      (((1+Reference Treasury Yield/2)1/6) - 1) multiplied by 12. "Reference
      Treasury Yield" means the yield rate on the U.S. Treasury with a maturity
      date closest to, but shorter than, the remaining average life of the
      Loan.

(27)  With respect to the U-Haul Self Storage Portfolio II, III and IV mortgage
      loans, the 2003 NOI ($) and 2004 NOI ($) is based upon the
      trailing-twelve month period ending March 31, 2003 and March 31, 2004,
      respectively.

(28)  The sum of each UW NOI ($) and UW NCF ($) for the San Antonio Portfolio
      mortgage properties is not equal the UW NOI ($) and UW NCF($) for the San
      Antonio mortage loan as the property level Cash Flows differ in Vacancy,
      Replacement Reserves, and calculated management fee.


(29)  UW NOI ($), UW NCF ($), and UW DSCR (x) for the Plaza Diamond Bar were
      calculated based on certain assumptions related to the property's
      lease--up in order to achieve a stabilized value. These assumptions are
      consistent with the performance related criteria required to obtain the
      release of a cash holdback that serves as additional collateral. Business
      interruption insurance is being paid until the building is reconstructed
      and released.

(30)  In the case of The Westchester mortgage loan, the UW DSCR (x) was
      calculated based upon the aggregate indebtedness of The Westchester pari
      passu trust mortgage loan and The Westchester pari passu non-trust loan
      but excludes The Westchester subordinate non-trust loans. If The
      Westchester subordinate non-trust loans were included in the calculation,
      then the resulting ratio would have been lower.

(31)  With respect to Highwoods Portfolio, Financial Square, The Westchester, E
      Walk on the New 42nd Street, Burlington Town Center, Olmsted Plaza,
      Foothills Park Place, 5900 North Sepulveda Boulevard, Roselle Commons,
      Parkway Plaza Office Building, 6565 North Lakewood Avenue Apartments,
      Poway Promenade, and 199 Lafayette Street, Penthouse Condominium mortgage
      loans, which are interest-only for the full term with no amortization, UW
      DSCR (x) for these


      loans is calculated based upon the IO Annual Debt Service ($) which is
      calculated a the product of (i) the Original Balance ($), (ii) the
      Interest Rate %, and (iii) 365/360.

(32)  UW DSCR (x) for Village Park at Brookhaven mortgage loan was calculated
      after taking into account a holdback of $131,000. Before taking this
      reserve into account, the UW DSCR (x) is 1.17x.

(33)  UW DSCR (x) for Highlands Ranch Village Center mortgage loan was
      calculated after taking into account $1,450,000 Letter of Credit. Before
      taking this Letter of Credit into account, the UW DSCR (x) is 1.14x.

(34)  UW DSCR (x) for 15205 Hawthorne Blvd. mortgage loan was calculated after
      taking into account a holdback of $500,000. Before taking this reserve
      into account, the UW DSCR (x) is 1.16x.

(35)  UW DSCR (x) for Golden Pond Apartments mortgage loan was calculated after
      taking into account $425,000 Letter of Credit. Before taking this Letter
      of Credit into acount, the UW DSCR (x) is 1.40x.

(36)  UW DSCR (x) for 1255 Broad Street mortgage loan was calculated after
      taking into account $700,000 holdback. Before taking the holdback into
      acount, the UW DSCR (x) is 1.13x.

(37)  The Upfront Other Reserve ($) for Lake Shore Plaza mortgage loan is a
      combination of three separate reserves: the C/O Reserve ($25,000.00), the
      Genovese Reserve ($175,000.00) and the Waldbaum Reserve ($500,000.00).
      The C/O Reserve will be deposited at closing. The Genovese Reserve will
      be deposited before the earlier of January 1, 2008 and vacancy of the
      Genovese Drug Stores space. The Waldbaum Reserve will be deposited before
      the earlier of June 1, 2011 and vacancy of the Waldbaum, Inc. space.

(38)  The Monthly CapEx Reserve ($) for Rio Grande Valley Retail Portfolio
      mortgage loan of $798 will commence if at any time the Ongoing
      Repairs/FF&E Reserve falls below the Cap of $25,000. If for any given
      year the aggregate capital repair or replacement costs exceed the Ongoing
      Repairs/FF&E Reserve Cap, then the Ongoing Repairs/FF&E Reserve Cap shall
      be increased.

(39)  The Monthly CapEx Reserve ($) for Vintage Park mortgage loan is $1,750 for
      months 1-72 and $2,753 thereafter.

(40)  The Monthly CapEx Reserve ($) for the Michael's Aurora Plaza mortgage
      loan is $2,989.13 for yrs 1-6 and $1,494.56 for yrs. 7-10.

(41)  The Monthly CapEx Reserve ($) for the U-Haul (Copyright)  Self Storage
      Portfolio II, III and IV mortgage loans will be collected until the CapEx
      Reserve totals $166,760.40 (12 months worth of collections). Should the
      reserve fall below this level, than monthly collections will commence
      until such time as the CapEx Reserve is replenished.

(42)  The Monthly CapEx Reserve ($) for the Glenbrook Square Mall mortgage loan
      of $18,192.33 will commence upon the occurrence and during the
      continuance of a Lockbox Event and the CapEx Reserve balance shall not
      exceed $218,308.00.

(43)  The Monthly TI/LC Reserve ($) for Rio Grande Valley Retail Portfolio
      mortgage loan of $5,000 will commence if for any given year the aggregate
      capital repair or replacement costs exceeds the amount of the Ongoing
      Repairs/FF&E Reserve Cap which will not exceed $100,000.

(44)  The Monthly TI/LC Reserve ($) for Safeway Marketplace mortgage loan is
      $16,700 for months 1-3 and $2,100 thereafter.

(45)  The Monthly TI/LC Reserve ($) for the Glenbrook Square Mall mortgage loan
      of $35,821.67 will commence upon the occurrence and during the
      continuance of a Lockbox Event and the TI/LC Reserve balance shall not
      exceed $429,860.00.

(46)  The Monthly TI/LC Reserve ($) for San Antonio Portfolio mortgage loan is
      $12,500 not to exceed $150,000.

(47)  The Monthly TI/LC Reserve amount for Plaza Diamond Bar's mortgage loan
      increases to $5,993.84 on the 1st payment after reconstruction of the
      fire damaged building is complete.

(48)  12840 Riverside Drive mortgage loan has a springing Monthly TI/LC Reserve
      of $2,360.00, which occurs when occupancy at the property falls below a
      physical and economic occupancy of 90%.

(49)  12626 Riverside Drive mortgage loan has a springing Monthly TI/LC Reserve
      of $2,381.50, which occurs when occupancy at the property falls below a
      physical and economic occupancy of 90%.

(50)  6101-6123 18th Ave mortgage loan has a springing Monthly TI/LC Reserve of
      $16,666.00. If Staten Island Savings Bank or any successor tenant under
      the bank's lease does not exercise its lease extension, a monthly reserve
      of $8,333.00 shall be deposited into the TI/LC Reserve until the account
      balance is $100,000. If Rite Aid or any successor tenant under the bank's
      lease does not exercise its lease extension, a monthly reserve of
      $8,333.00 shall be deposited into the TI/LC Reserve until the account
      balance is $100,000.

(51)  Pleasant Grove mortgage loan has a springing Monthly TI/LC Reserve of
      $2,100.00 occurring whenever there is a lease termination or whenever the
      TI/LC Reserve falls below $50,000.

(52)  The Highwoods Portfolio mortgage loan reserves -- Monthly TI/LC Reserve
      of $137,500 commences on the later to occur of (a) the Payment Date
      occurring in July 2008 and (b) any Payment Date on which the balance in
      the Rollover/Accretive Lease Reserve Subaccount is less than $1,650,000.
      Monthly CapEx Reserves commence on the payment date occurring in July
      2008, for an amount initially equal to 1/12th of the product obtained by
      multiplying $0.20 by the aggregate number of rentable SF of space in the
      property (currently $33,481).

(53)  The Monthly RE Tax Reserve ($) and the Monthly Insurance Reserve ($) for
      the Glenbrook Square Mall mortgage loan of (a) one-twelfth (1/12) of the
      Taxes, and (b) one-twelfth (1/12) of the Insurance Premiums will commence
      upon the occurrence and during the continuance of a Lockbox Event.


(54)  The Monthly RE Tax Reserve ($) for the U-Haul (Copyright)  Self Storage
      Portfolio II, III and IV mortgage loans will be collected montly until,
      when combined with the Upfront RE Tax Reserve ($), the balance in the RE
      Tax reserve totals $638,275.08 (6 months worth of collections). Should
      the reserve fall below this level, than monthly collections will commence
      until such time as the RE Tax reserve is replenished.

(55)  Holiday Inn Mission Bay/Sea World mortgage loan has a springing Monthly
      Other Reserve. In the event that the DSCR is less than 1.25, 1.20, or
      1.10 for any 12 month period, 25%, 50%, or 100%, respectively, of the
      excess cash flow will be retained as an additional collateral reserve
      until the DSCR has been at least 1.25 for at least two consecutive
      quarters.

(56)  For Financial Square mortgage loan, the third largest tenant, T.D.
      Waterhouse will begin occupancy in July 2006.

(57)  The Highwoods Portfolio additional debt -- In addition to the first
      mortgage collateral, an additional $40MM loan is secured by a guaranty of
      an affiliate of the borrower which guaranty is secured by an upper tier
      pledge of 100% of the indirect equity interests in the borrower as well
      as 100% of the excess cash flow received from the properties securing the
      subject transaction.

                              ANNEX A-2 (ALL LOANS)

LOAN SELLERS

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        WTD. AVG.
                                                     NUMBER OF   AGGREGATE CUT-OFF  % OF INITIAL     WTD. AVG.     REMAINING TERM TO
                                                     MORTGAGE     DATE PRINCIPAL   MORTGAGE POOL   MORTGAGE RATE      MATURITY/ARD
MORTGAGE LOAN SELLER                                   LOANS          BALANCE          BALANCE         (%)               (MOS.)
------------------------------------------------------------------------------------------------------------------------------------

Merrill Lynch Mortgage Lending, Inc                     50         1,084,720,719        52.7           5.1445               94
Countrywide Commercial Real Estate Finance, Inc.        40           400,518,631        19.5           5.4336              116
IXIS Real Estate Capital Inc.                           22           380,991,702        18.5           5.3251               91
PNC Bank, National Association                          23           190,519,256         9.3           5.3006              119
------------------------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:                                135        $2,056,750,308       100.0%          5.2487%             100
------------------------------------------------------------------------------------------------------------------------------------



----------------------------------------------------------------------------------------------------------------------
                                                         WTD. AVG.      WTD. AVG. CUT-OFF     WTD. AVG. MATURITY
                                                           DSCR          DATE LTV RATIO     DATE OR ARD LTV RATIO
MORTGAGE LOAN SELLER                                        (X)               (%)                    (%)
----------------------------------------------------------------------------------------------------------------------

Merrill Lynch Mortgage Lending, Inc                        1.76               65.2                   58.9
Countrywide Commercial Real Estate Finance, Inc.           1.32               71.0                   62.7
IXIS Real Estate Capital Inc.                              1.64               75.5                   70.7
PNC Bank, National Association                             1.57               71.7                   60.6
----------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:                                    1.63x              68.8%                  62.0%
----------------------------------------------------------------------------------------------------------------------
</TABLE>


PROPERTY TYPES

<TABLE>

-------------------------------------------------------------------------------------------------------------------------------
                                            NUMBER OF                                                         WTD. AVG.
                                            MORTGAGED   AGGREGATE CUT-OFF % OF INITIAL     WTD. AVG.      REMAINING TERM TO
                                               REAL       DATE PRINCIPAL  MORTGAGE POOL  MORTGAGE RATE       MATURITY/ARD
PROPERTY SUB TYPE                           PROPERTIES       BALANCE         BALANCE          (%)               (MOS.)
-------------------------------------------------------------------------------------------------------------------------------

Retail                                          53         801,743,417        39.0           5.0818               95
    Anchored                                    20         579,753,981        28.2           4.9813               86
    Unanchored                                  26         176,139,744         8.6           5.3431              120
    Shadow Anchored                              4          31,699,220         1.5           5.3362              109
    Single Tenant                                3          14,150,472         0.7           5.3805              126
Office                                          58         433,415,244        21.1           5.0275               85
Hospitality                                     24         288,659,174        14.0           5.7452              112
Multifamily                                     35         162,267,475         7.9           5.2275              117
Mixed Use                                       11         126,732,547         6.2           5.3581              105
Self Storage                                    54         105,829,487         5.1           5.6523              119
Industrial                                      10          70,223,590         3.4           5.3498              108
Manufactured Housing                             5          53,110,817         2.6           5.7960              119
Other                                            2          14,768,558         0.7           5.0505              118
-------------------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:                        252      $2,056,750,308       100.0%          5.2487%             100
-------------------------------------------------------------------------------------------------------------------------------



------------------------------------------------------------------------------------------------------------
                                               WTD. AVG.     WTD. AVG. CUT-OFF      WTD. AVG. MATURITY
                                                 DSCR          DATE LTV RATIO     DATE OR ARD LTV RATIO
PROPERTY SUB TYPE                                 (X)               (%)                    (%)
------------------------------------------------------------------------------------------------------------

Retail                                           1.61               65.3                   59.6
    Anchored                                     1.70               62.6                   58.0
    Unanchored                                   1.37               72.6                   64.4
    Shadow Anchored                              1.29               72.6                   66.9
    Single Tenant                                1.57               66.5                   50.4
Office                                           2.04               68.4                   65.8
Hospitality                                      1.56               71.3                   61.4
Multifamily                                      1.35               73.3                   63.7
Mixed Use                                        1.43               71.6                   64.7
Self Storage                                     1.45               74.4                   58.0
Industrial                                       1.33               73.5                   63.9
Manufactured Housing                             1.29               73.8                   63.6
Other                                            1.25               74.5                   61.7
------------------------------------------------------------------------------------------------------------
Total/Weighted Average:                          1.63x              68.8%                  62.0%
------------------------------------------------------------------------------------------------------------
</TABLE>




                              ANNEX A-2 (ALL LOANS)

PROPERTY LOCATIONS

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                    WTD. AVG.                              WTD. AVG.
                         NUMBER OF       AGGREGATE        % OF                      REMAINING                WTD. AVG.     MATURITY
                         MORTGAGED      CUT-OFF DATE     INITIAL      WTD. AVG.      TERM TO      WTD. AVG.   CUT-OFF       DATE OR
                            REAL         PRINCIPAL       MORTGAGE     MORTGAGE     MATURITY/ARD     DSCR      DATE LTV      ARD LTV
STATE                    PROPERTIES       BALANCE      POOL BALANCE    RATE (%)       (MOS.)         (X)      RATIO (%)    RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

New York                     12         417,785,560        20.3         4.9571          86          2.30        54.5          51.4
California                   49         349,521,326        17.0         5.3947         117          1.36        70.5          62.4
    Southern                 34         305,519,912        14.9         5.3917         117          1.36        70.9          62.8
    Northern                 15          44,001,414         2.1         5.4159         119          1.36        67.6          59.7
Indiana                       2         188,513,820         9.2         4.9168          59          1.22        70.9          65.3
Florida                      27         173,682,240         8.4         5.2098          95          1.70        73.5          66.5
Texas                        33         160,284,148         7.8         5.3776         114          1.40        74.9          66.1
North Carolina               21          90,934,654         4.4         4.9668          61          1.91        78.8          78.6
Colorado                      7          82,070,837         4.0         5.3349         118          1.25        74.7          68.3
Pennsylvania                 12          72,038,237         3.5         6.2441         119          1.53        70.0          59.5
Ohio                          5          45,274,921         2.2         5.5863         118          1.73        67.1          60.0
Arizona                       5          45,000,000         2.2         5.1548         109          1.61        71.7          67.1
Nevada                        6          42,055,000         2.0         5.2383         114          1.33        69.1          62.2
New Jersey                    4          38,650,000         1.9         5.3087         110          1.53        73.8          68.8
Connecticut                   5          35,290,192         1.7         5.7702         119          1.41        70.6          54.9
Maryland                      3          33,000,000         1.6         5.3109         119          1.41        77.7          65.4
Washington                    4          32,784,158         1.6         5.4231         117          1.28        77.8          70.0
Kansas                        2          28,310,000         1.4         5.0594         120          1.63        67.6          51.6
Missouri                      3          27,286,760         1.3         5.2370         120          1.60        75.0          65.1
Vermont                       2          26,962,591         1.3         5.0531          61          1.91        65.2          64.6
Georgia                       6          19,706,839         1.0         5.6689          91          1.54        74.1          62.4
Delaware                      2          17,015,272         0.8         5.4958         119          1.52        69.6          60.0
Massachusetts                 3          16,867,797         0.8         5.4861         119          1.50        76.2          60.3
South Carolina                2          15,417,671         0.7         5.1094         118          1.27        75.0          61.5
Virginia                      4          14,823,918         0.7         5.3545         119          1.31        70.1          61.5
Wisconsin                     2           9,146,000         0.4         5.1221         120          1.33        76.9          63.4
Michigan                      2           8,934,534         0.4         5.3669         119          1.49        74.9          65.7
Kentucky                      3           8,558,657         0.4         5.3784         120          1.41        73.2          61.8
Rhode Island                  1           8,548,034         0.4         5.3175         119          1.49        75.0          67.1
Arkansas                      4           7,139,367         0.3         5.8127         150          1.43        77.2          59.2
Tennessee                     5           6,151,233         0.3         5.8625         135          1.37        76.3          57.9
New Hampshire                 1           5,320,037         0.3         5.9330         119          1.26        73.8          62.5
New Mexico                    2           5,259,349         0.3         5.6001         119          1.40        71.7          58.6
Illinois                      3           5,078,340         0.2         5.4268          83          1.49        75.0          67.8
Oklahoma                      2           4,509,107         0.2         5.6889         118          1.34        76.1          63.3
North Dakota                  1           4,450,000         0.2         5.2700         120          1.40        78.1          64.7
Alabama                       2           3,547,572         0.2         5.4200         120          1.35        78.8          64.5
Montana                       1           2,295,823         0.1         6.0330         118          1.83        48.3          41.1
Maine                         2           2,084,278         0.1         5.6820         119          1.44        75.6          57.9
Mississippi                   1           1,255,922         0.1         5.6820         119          1.45        74.8          57.3
Louisiana                     1           1,196,116         0.1         5.6820         119          1.45        74.8          57.3
------------------------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:     252      $2,056,750,308       100.0%        5.2487%        100          1.63x       68.8%         62.0%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




                              ANNEX A-2 (ALL LOANS)


CUT-OFF DATE PRINCIPAL BALANCES OF MORTGAGE LOANS

<TABLE>

-----------------------------------------------------------------------------------------------------------------------
                                                                                                       WTD. AVG.
                                     NUMBER OF   AGGREGATE CUT-OFF  % OF INITIAL     WTD. AVG.      REMAINING TERM TO
                                      MORTGAGE     DATE PRINCIPAL   MORTGAGE POOL   MORTGAGE RATE       MATURITY/ARD
RANGE OF CUT-OFF DATE BALANCES ($)     LOANS          BALANCE          BALANCE          (%)               (MOS.)
-----------------------------------------------------------------------------------------------------------------------

    748,000 -   2,999,999                14          28,565,454         1.4           5.5568              126
  3,000,000 -   3,999,999                10          36,549,733         1.8           5.4201              108
  4,000,000 -   4,999,999                16          72,848,976         3.5           5.3818              115
  5,000,000 -   5,999,999                12          65,167,985         3.2           5.4602              111
  6,000,000 -   6,999,999                 8          51,783,287         2.5           5.2798              104
  7,000,000 -   7,999,999                11          82,731,040         4.0           5.3111              119
  8,000,000 -   9,999,999                14         123,034,817         6.0           5.4964              120
 10,000,000 -  12,999,999                10         111,993,739         5.4           5.4252              113
 13,000,000 -  19,999,999                15         242,421,179        11.8           5.4424              119
 20,000,000 -  49,999,999                19         536,157,946        26.1           5.4787              115
 50,000,000 -  99,999,999                 2         127,700,000         6.2           4.9106               98
100,000,000 - 187,796,151                 4         577,796,151        28.1           4.8634               65
-----------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:                 135      $2,056,750,308       100.0%          5.2487%             100
-----------------------------------------------------------------------------------------------------------------------



------------------------------------------------------------------------------------------------------
                                         WTD. AVG.     WTD. AVG. CUT-OFF      WTD. AVG. MATURITY
                                           DSCR          DATE LTV RATIO     DATE OR ARD LTV RATIO
RANGE OF CUT-OFF DATE BALANCES ($)          (X)               (%)                    (%)
------------------------------------------------------------------------------------------------------

    748,000 -   2,999,999                  1.45               68.6                   56.7
  3,000,000 -   3,999,999                  1.40               70.1                   59.8
  4,000,000 -   4,999,999                  1.44               70.0                   60.9
  5,000,000 -   5,999,999                  1.49               69.1                   59.3
  6,000,000 -   6,999,999                  1.34               76.0                   66.6
  7,000,000 -   7,999,999                  1.42               67.9                   58.2
  8,000,000 -   9,999,999                  1.51               70.8                   60.9
 10,000,000 -  12,999,999                  1.33               75.8                   65.3
 13,000,000 -  19,999,999                  1.45               72.4                   62.4
 20,000,000 -  49,999,999                  1.43               72.7                   64.3
 50,000,000 -  99,999,999                  2.06               57.1                   54.0
100,000,000 - 187,796,151                  2.01               63.9                   62.0
------------------------------------------------------------------------------------------------------
Total/Weighted Average:                    1.63x              68.8%                  62.0%
------------------------------------------------------------------------------------------------------
</TABLE>

Minimum: $748,000
Maximum: $187,796,151
Average: $15,235,187


MORTGAGE RATES

<TABLE>

------------------------------------------------------------------------------------------------------------------------
                                     NUMBER                                                          WTD. AVG.
                                       OF      AGGREGATE CUT-OFF % OF INITIAL     WTD. AVG.      REMAINING TERM TO
                                    MORTGAGE     DATE PRINCIPAL  MORTGAGE POOL  MORTGAGE RATE       MATURITY/ARD
RANGE OF MORTGAGE RATES (%)          LOANS          BALANCE         BALANCE          (%)               (MOS.)
------------------------------------------------------------------------------------------------------------------------

4.6470 - 4.7499                         2         177,500,000         8.6           4.6713               69
4.7500 - 4.9999                         7         518,242,151        25.2           4.9067               69
5.0000 - 5.2499                        41         445,499,963        21.7           5.1329              113
5.2500 - 5.4999                        41         419,948,317        20.4           5.3724              117
5.5000 - 5.5999                         9          79,821,588         3.9           5.5259              115
5.6000 - 5.6999                        16         224,460,142        10.9           5.6626              125
5.7000 - 5.7499                         3           9,362,276         0.5           5.7371              118
5.7500 - 5.9999                         9         120,060,011         5.8           5.8676              116
6.0000 - 6.2499                         5          37,998,813         1.8           6.1480               80
6.2500 - 7.4000                         2          23,857,048         1.2           7.4000              117
------------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:               135      $2,056,750,308       100.0%          5.2487%             100
------------------------------------------------------------------------------------------------------------------------



--------------------------------------------------------------------------------------------------
                                     WTD. AVG.     WTD. AVG. CUT-OFF      WTD. AVG. MATURITY
                                       DSCR          DATE LTV RATIO     DATE OR ARD LTV RATIO
RANGE OF MORTGAGE RATES (%)             (X)               (%)                    (%)
--------------------------------------------------------------------------------------------------

4.6470 - 4.7499                        2.49               44.1                   44.1
4.7500 - 4.9999                        1.86               68.5                   65.5
5.0000 - 5.2499                        1.43               73.3                   65.5
5.2500 - 5.4999                        1.40               72.7                   64.2
5.5000 - 5.5999                        1.58               69.2                   60.8
5.6000 - 5.6999                        1.46               71.1                   58.5
5.7000 - 5.7499                        1.27               70.6                   60.1
5.7500 - 5.9999                        1.43               70.3                   57.9
6.0000 - 6.2499                        1.42               73.8                   68.3
6.2500 - 7.4000                        1.56               69.3                   61.2
--------------------------------------------------------------------------------------------------
Total/Weighted Average:                1.63x              68.8%                  62.0%
--------------------------------------------------------------------------------------------------
</TABLE>


Minimum: 4.6470%
Maximum: 7.4000%
Weighted Average: 5.2487%



                              ANNEX A-2 (ALL LOANS)


DEBT SERVICE COVERAGE RATIOS

<TABLE>

-----------------------------------------------------------------------------------------------------------------
                                                                                                 WTD. AVG.
                               NUMBER OF   AGGREGATE CUT-OFF % OF INITIAL     WTD. AVG.      REMAINING TERM TO
                                MORTGAGE     DATE PRINCIPAL  MORTGAGE POOL  MORTGAGE RATE       MATURITY/ARD
RANGE OF DSCRS (X)               LOANS          BALANCE         BALANCE          (%)               (MOS.)
-----------------------------------------------------------------------------------------------------------------

1.20 - 1.24                        19         378,373,925        18.4           5.1549               91
1.25 - 1.29                        21         224,454,724        10.9           5.4214              117
1.30 - 1.34                        22         196,412,557         9.5           5.2448              113
1.35 - 1.39                        12          66,761,437         3.2           5.3667              120
1.40 - 1.44                        14         188,346,376         9.2           5.6614              111
1.45 - 1.49                         7         131,819,544         6.4           5.4097              119
1.50 - 1.59                        14         178,232,235         8.7           5.5928              118
1.60 - 1.99                        20         369,299,510        18.0           5.2115               88
2.00 - 2.85                         6         323,050,000        15.7           4.7630               77
-----------------------------------------------------------------------------------------------------------------
Total/Weighted Average:           135      $2,056,750,308       100.0%          5.2487%             100
-----------------------------------------------------------------------------------------------------------------



-------------------------------------------------------------------------------------------
                              WTD. AVG.     WTD. AVG. CUT-OFF      WTD. AVG. MATURITY
                                DSCR          DATE LTV RATIO     DATE OR ARD LTV RATIO
RANGE OF DSCRS (X)               (X)               (%)                    (%)
-------------------------------------------------------------------------------------------

1.20 - 1.24                     1.22               71.8                   65.6
1.25 - 1.29                     1.27               72.7                   63.4
1.30 - 1.34                     1.32               74.5                   65.3
1.35 - 1.39                     1.37               74.9                   65.2
1.40 - 1.44                     1.41               74.6                   63.3
1.45 - 1.49                     1.47               75.0                   62.7
1.50 - 1.59                     1.54               71.7                   61.1
1.60 - 1.99                     1.84               71.4                   67.5
2.00 - 2.85                     2.63               47.5                   47.2
-------------------------------------------------------------------------------------------
Total/Weighted Average:         1.63x              68.8%                  62.0%
-------------------------------------------------------------------------------------------
</TABLE>

Minimum: 1.20x
Maximum: 2.85x
Weighted Average: 1.63x


CUT-OFF DATE LOAN-TO-VALUE RATIOS

<TABLE>

----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   WTD. AVG.
                                                 NUMBER OF   AGGREGATE CUT-OFF  % OF INITIAL     WTD. AVG.      REMAINING TERM TO
                                                  MORTGAGE    DATE PRINCIPAL   MORTGAGE POOL  MORTGAGE RATE       MATURITY/ARD
RANGE OF CUT-OFF DATE LTV RATIOS (%)               LOANS          BALANCE         BALANCE          (%)               (MOS.)
----------------------------------------------------------------------------------------------------------------------------------

35.8 - 49.9                                           6         189,693,823         9.2           4.7335               74
50.0 - 59.9                                          11         192,354,648         9.4           5.0334              100
60.0 - 64.9                                           9         125,860,449         6.1           5.3860              107
65.0 - 69.9                                          22         226,809,638        11.0           5.5933              118
70.0 - 74.9                                          37         623,771,916        30.3           5.3016               97
75.0 - 80.0                                          47         680,004,834        33.1           5.2524              102
80.1 - 85.0                                           3          18,255,000         0.9           5.6996              134
----------------------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:                             135      $2,056,750,308       100.0%          5.2487%             100
----------------------------------------------------------------------------------------------------------------------------------



-------------------------------------------------------------------------------------------------------------------
                                                      WTD. AVG.     WTD. AVG. CUT-OFF      WTD. AVG. MATURITY
                                                        DSCR          DATE LTV RATIO     DATE OR ARD LTV RATIO
RANGE OF CUT-OFF DATE LTV RATIOS (%)                     (X)               (%)                    (%)
-------------------------------------------------------------------------------------------------------------------

35.8 - 49.9                                             2.42               44.3                   44.0
50.0 - 59.9                                             2.47               52.5                   50.1
60.0 - 64.9                                             1.53               63.5                   57.0
65.0 - 69.9                                             1.60               67.7                   58.4
70.0 - 74.9                                             1.36               72.9                   64.0
75.0 - 80.0                                             1.47               77.6                   70.4
80.1 - 85.0                                             1.30               81.3                   69.5
-------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:                                 1.63x              68.8%                  62.0%
-------------------------------------------------------------------------------------------------------------------
</TABLE>


Minimum: 35.8%
Maximum: 85.0%
Weighted Average: 68.8%



                              ANNEX A-2 (ALL LOANS)


MATURITY DATE OR ANTICIPATED REPAYMENT DATE LOAN-TO-VALUE RATIOS

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      WTD. AVG.
                                                    NUMBER OF   AGGREGATE CUT-OFF % OF INITIAL     WTD. AVG.      REMAINING TERM TO
                                                     MORTGAGE     DATE PRINCIPAL  MORTGAGE POOL  MORTGAGE RATE       MATURITY/ARD
RANGE OF MATURITY DATE OR ARD LTV RATIOS (%)          LOANS          BALANCE         BALANCE          (%)               (MOS.)
------------------------------------------------------------------------------------------------------------------------------------

34.7 - 49.9                                             17         272,560,986        13.3           4.9184               87
50.0 - 54.9                                             14         252,888,750        12.3           5.2234              105
55.0 - 59.9                                             19         214,827,912        10.4           5.5173              119
60.0 - 62.4                                             17         123,103,966         6.0           5.7033              118
62.5 - 64.9                                             18         188,388,771         9.2           5.3764              111
65.0 - 67.4                                             17         440,938,427        21.4           5.1447               93
67.5 - 69.9                                             17         209,725,000        10.2           5.3247              118
70.0 - 78.8                                             16         354,316,497        17.2           5.2166               81
------------------------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:                                135      $2,056,750,308       100.0%          5.2487%             100
------------------------------------------------------------------------------------------------------------------------------------



---------------------------------------------------------------------------------------------------------------------
                                                        WTD. AVG.     WTD. AVG. CUT-OFF      WTD. AVG. MATURITY
                                                          DSCR          DATE LTV RATIO     DATE OR ARD LTV RATIO
RANGE OF MATURITY DATE OR ARD LTV RATIOS (%)               (X)               (%)                    (%)
---------------------------------------------------------------------------------------------------------------------

34.7 - 49.9                                               2.18               49.3                   44.8
50.0 - 54.9                                               2.21               57.5                   52.0
55.0 - 59.9                                               1.42               71.0                   57.3
60.0 - 62.4                                               1.41               72.7                   61.5
62.5 - 64.9                                               1.43               72.8                   63.8
65.0 - 67.4                                               1.37               72.6                   66.1
67.5 - 69.9                                               1.41               76.1                   68.6
70.0 - 78.8                                               1.56               78.2                   75.2
---------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:                                   1.63x              68.8%                  62.0%
---------------------------------------------------------------------------------------------------------------------
</TABLE>

Minimum: 34.7%
Maximum: 78.8%
Weighted Average: 62.0%


REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE

<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
                                                    NUMBER                                                          WTD. AVG.
                                                      OF      AGGREGATE CUT-OFF % OF INITIAL     WTD. AVG.      REMAINING TERM TO
                                                   MORTGAGE     DATE PRINCIPAL  MORTGAGE POOL  MORTGAGE RATE       MATURITY/ARD
RANGE OF REMAINING TERMS TO MATURITY (MOS.)          LOANS         BALANCE          BALANCE         (%)               (MOS.)
-----------------------------------------------------------------------------------------------------------------------------------

 57 -  84                                             17         766,461,167        37.3           4.9324               66
 85 - 119                                             76         951,679,021        46.3           5.4618              119
120 - 181                                             42         338,610,121        16.5           5.3658              126
-----------------------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:                              135      $2,056,750,308       100.0%          5.2487%             100
-----------------------------------------------------------------------------------------------------------------------------------



-------------------------------------------------------------------------------------------------------------------
                                                      WTD. AVG.     WTD. AVG. CUT-OFF      WTD. AVG. MATURITY
                                                        DSCR           DATE LTV RATIO     DATE OR ARD LTV RATIO
RANGE OF REMAINING TERMS TO MATURITY (MOS.)             (X)                (%)                     (%)
-------------------------------------------------------------------------------------------------------------------

 57 -  84                                               1.98               63.1                   61.3
 85 - 119                                               1.40               73.5                   63.9
120 - 181                                               1.51               68.8                   58.0
-------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:                                 1.63x              68.8%                  62.0%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Minimum: 57 mos.
Maximum: 181 mos.
Weighted Average: 100 mos.



                              ANNEX A-2 (ALL LOANS)

ORIGINAL AMORTIZATION TERMS

<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    WTD. AVG.
                                                  NUMBER OF   AGGREGATE CUT-OFF % OF INITIAL     WTD. AVG.      REMAINING TERM TO
                                                   MORTGAGE     DATE PRINCIPAL  MORTGAGE POOL  MORTGAGE RATE       MATURITY/ARD
RANGE OF ORIGINAL AMORTIZATION TERMS (MOS.)          LOANS         BALANCE         BALANCE          (%)               (MOS.)
-----------------------------------------------------------------------------------------------------------------------------------
Interest Only                                         13         570,200,000        27.7           4.8834               75
300 - 329                                             23         336,301,336        16.4           5.5176              119
330 - 360                                             99       1,150,248,973        55.9           5.3512              107
-----------------------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:                              135      $2,056,750,308       100.0%          5.2487%             100
-----------------------------------------------------------------------------------------------------------------------------------



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

                                                     WTD. AVG.     WTD. AVG. CUT-OFF      WTD. AVG. MATURITY
                                                       DSCR          DATE LTV RATIO     DATE OR ARD LTV RATIO
RANGE OF ORIGINAL AMORTIZATION TERMS (MOS.)             (X)               (%)                    (%)
------------------------------------------------------------------------------------------------------------------
Interest Only                                          2.31               59.2                   59.2
300 - 329                                              1.51               71.2                   57.2
330 - 360                                              1.34               72.9                   64.7
------------------------------------------------------------------------------------------------------------------
Total/Weighted Average:                                1.63x              68.8%                  62.0%
------------------------------------------------------------------------------------------------------------------
</TABLE>

Minimum: 300 mos.
Maximum: 360 mos.
Weighted Average: 346 mos.


ESCROWS

<TABLE>

--------------------------------------------------------------------------------------------------------------------------------
                                                               AGGREGAGE CUT-OFF DATE                   % OF INITIAL
ESCROW TYPE                 NUMBER OF MORTGAGE LOANS              PRINCIPAL BALANCE                 MORTGAGE POOL BALANCE
--------------------------------------------------------------------------------------------------------------------------------

TI/LC Reserves                         50                            530,119,043                             36.6
Real Estate Tax                       120                          1,410,605,178                             68.6
Insurance                             112                          1,119,241,874                             54.4
Replacement Reserves                  112                          1,317,736,246                             64.1
</TABLE>


LOCKBOX TYPES

<TABLE>

--------------------------------------------------------------------------------------------------------------------------------
                                                               AGGREGAGE CUT-OFF DATE                   % OF INITIAL
LOCKBOX TYPE                NUMBER OF MORTGAGE LOANS              PRINCIPAL BALANCE                 MORTGAGE POOL BALANCE
--------------------------------------------------------------------------------------------------------------------------------

Hard                                   51                           1,212,252,282                             58.9
Soft                                   11                             259,324,794                             12.6
</TABLE>


CASH MANAGEMENT TYPES

<TABLE>

--------------------------------------------------------------------------------------------------------------------------------
                                                               AGGREGAGE CUT-OFF DATE                   % OF INITIAL
LOCKBOX TYPE                NUMBER OF MORTGAGE LOANS              PRINCIPAL BALANCE                 MORTGAGE POOL BALANCE
--------------------------------------------------------------------------------------------------------------------------------

Springing                              47                           1,004,156,174                              48.8
In place                               15                             467,420,902                              22.7
</TABLE>




























                      [THIS PAGE INTENTIONALLY LEFT BLANK.]























                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

ANNEX B-1
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

<TABLE>

   LOAN #               ORIGINATOR                                    PROPERTY NAME
   ------               ----------                                    -------------

     8       CRF                               Morgan RV Portfolio
    8.01     CRF                               Brennan Beach RV Resort
    8.02     CRF                               Alpine Lake RV Resort
    8.03     CRF                               Sandy Beach RV Resort
     26      PNC                               The Exchange at San Marcos
     32      CRF                               La Fiesta Apartments
     37      MLML                              Coconut Palms I
     48      MLML                              Tierra Rica and Rolling Greens  Multifamily Portfolio
   48.01     MLML                              Tierra Rica Apartments
   48.02     MLML                              Rolling Greens Apartments
     54      CRF                               Kern Canyon Estates
     60      CRF                               Dos Santos
     69      CRF                               Valley Ridge
     70      IXIS Real Estate Capital Inc.     La Quinta
     81      CRF                               Nobl Park Apartments
     83      MLML                              Golden Pond Apartments
     87      MLML                              Oxford Hill Apartments
     95      CRF                               Casa Real Apartments
    101      CRF                               Sherwood Forest
    108      CRF                               Santa Fe Village
    115      CRF                               Park Forest
    122      MLML                              Vintage Park
    124      CRF                               6565 North Lakewood Avenue Apartments
    125      PNC                               Texarkana Apartments Phase II
    128      PNC                               Willow Creek Estates
    130      MLML                              Hillside Village MHP
    132      CRF                               Trevino Place
    135      PNC                               Conway Apartments Phase II
    136      PNC                               Chapel Ridge of Ripley
    137      CRF                               Lakeside
    138      CRF                               Villas Del Valle
    139      PNC                               El Dorado Homes Phase III
</TABLE>




<TABLE>

   LOAN #                                   STREET ADDRESS                                      CITY             STATE
   ------                                   --------------                                      ----             -----

     8       Various                                                                       Various               Various
    8.01     80 Brennan Beach                                                              Pulaski               NY
    8.02     78 Heath Road                                                                 Corinth               NY
    8.03     677 Clement Hill Road                                                         Contoocook            NH
     26      1610 North Interstate 35                                                      San Marcos            TX
     32      1492 North Lamb Boulevard                                                     Las Vegas             NV
     37      4618 Middlebrook Road                                                         Orlando               FL
     48      Various                                                                       Tucson                AZ
   48.01     3225 West Ina Road                                                            Tucson                AZ
   48.02     3201 West Ina Road                                                            Tucson                AZ
     54      8536 Kern Canyon Road                                                         Bakersfield           CA
     60      10561 Shannon Place                                                           El Paso               TX
     69      1650 George Dieter Drive                                                      El Paso               TX
     70      3409 South Rural Road                                                         Tempe                 AZ
     81      6001 NE 102nd Avenue                                                          Vancouver             WA
     83      4120 South Hillcrest Avenue                                                   Springfield           MO
     87      725 Rosewood Drive                                                            Taylor Mill           KY
     95      17400 Burbank Boulevard                                                       Encino                CA
    101      100 Lakeview Drive                                                            Clute                 TX
    108      4554 Hercules Avenue                                                          El Paso               TX
    115      4328 S.E. 46th Street                                                         Oklahoma City         OK
    122      418 Mockingbird Lane                                                          Nixa                  MO
    124      6565-6589 North Lakewood Avenue and 1275 West Albion Avenue                   Chicago               IL
    125      4717 County Road                                                              Texarkana             AR
    128      2072-2114 Verlin Road                                                         Village of Bellevue   WI
    130      2224 Highway 87 East                                                          Billings              MT
    132      10891 Edgemere Boulevard                                                      El Paso               TX
    135      401 Second Street                                                             Conway                AR
    136      449 Roberson Street                                                           Ripley                TN
    137      112 South Little Flower                                                       El Paso               TX
    138      9238 Betel                                                                    El Paso               TX
    139      301 Moorewood Road                                                            El Dorado             AR
</TABLE>





<TABLE>

                                              NUMBER OF               PROPERTY                     PROPERTY           CUT-OFF DATE
   LOAN #      ZIP CODE        COUNTY         PROPERTIES                TYPE                       SUBTYPE               BALANCE
   ------      --------        ------         ----------                ----                       -------               -------

     8          Various    Various                3         Manufactured Housing          RV Park                      41,464,994
    8.01         13142     Oswego                 1         Manufactured Housing          RV Park                      21,553,973
    8.02         12822     Saratoga               1         Manufactured Housing          RV Park                      14,590,984
    8.03         03229     Merrimack              1         Manufactured Housing          RV Park                       5,320,037
     26          78666     Hays                   1         Multifamily                   Student Housing              19,950,000
     32          89110     Clark                  1         Multifamily                   Garden                       16,200,000
     37          32811     Orange                 1         Multifamily                   Garden                       13,985,297
     48          85741     Pima                   2         Multifamily                   Garden                       10,100,000
   48.01         85741     Pima                   1         Multifamily                   Garden                        5,432,576
   48.02         85741     Pima                   1         Multifamily                   Garden                        4,667,424
     54          93306     Kern                   1         Manufactured Housing          Manufactured Housing          9,350,000
     60          79925     El Paso                1         Multifamily                   Garden                        8,500,000
     69          79936     El Paso                1         Multifamily                   Garden                        7,700,000
     70          85282     Maricopa               1         Multifamily                   Conventional                  7,600,000
     81          98662     Clark                  1         Multifamily                   Garden                        6,500,000
     83          65807     Greene                 1         Multifamily                   Garden                        6,240,000
     87          41015     Kenton                 1         Multifamily                   Garden                        5,500,000
     95          91316     Los Angeles            1         Multifamily                   Garden                        5,294,460
    101          77531     Brazoria               1         Multifamily                   Garden                        4,800,000
    108          79904     El Paso                1         Multifamily                   Garden                        4,550,000
    115          73135     Oklahoma               1         Multifamily                   Garden                        3,892,359
    122          65714     Christian              1         Multifamily                   Garden                        3,296,760
    124          60626     Cook                   1         Multifamily                   Garden                        3,000,000
    125          71854     Miller                 1         Multifamily                   Section 42                    2,805,000
    128          54311     Brown                  1         Multifamily                   Garden                        2,648,000
    130          59101     Yellowstone            1         Manufactured Housing          Manufactured Housing          2,295,823
    132          79935     El Paso                1         Multifamily                   Garden                        1,965,000
    135          72032     Faulkner               1         Multifamily                   Student Housing               1,840,000
    136          38063     Lauderdale             1         Multifamily                   Section 42                    1,650,000
    137          79915     El Paso                1         Multifamily                   Garden                        1,327,951
    138          79907     El Paso                1         Multifamily                   Garden                         908,598
    139          71730     Union                  1         Multifamily                   Garden                         748,000
</TABLE>





<TABLE>

                LOAN
                GROUP                                     NO. OF             STUDIO/PAD        NO. OF         AVERAGE
   LOAN #      1 OR 2          TOTAL UNITS/PADS     STUDIOS/PADS/OTHER     OTHER RENT ($)    1-BR UNITS    1-BR RENT ($)
   ------      ------          -----------------    ------------------     --------------    ----------    -------------

     8              1                    2,087
    8.01            1                    1,400
    8.02            1                      500
    8.03            1                      187
     26             1                      288
     32             2                      256                                                      72              610
     37             2                      296                      48               605           108              704
     48             2                      288                                                     136              523
   48.01            2                      144                                                      40              520
   48.02            2                      144                                                      96              524
     54             1                      255
     60             2                      274                                                     110              391
     69             2                      240                                                     116              435
     70             2                      172                      12               590            70              660
     81             2                      144
     83             2                      122                                                      14              525
     87             2                      132                                                      36              578
     95             2                       67                       3               767            60              868
    101             2                      216                                                      56              399
    108             2                      209                                                      65              375
    115             2                      224                                                     100              367
    122             2                       70
    124             2                       40                       6               604            15              697
    125             1                       70
    128             1                       64
    130             1                      216
    132             2                       86                                                      16              448
    135             1                       32
    136             2                       64                                                      16              396
    137             2                       64
    138             2                       48
    139             1                       19

</TABLE>




<TABLE>

                   NO. OF             AVERAGE             NO. OF             AVERAGE                  NO. OF
   LOAN #        2-BR UNITS        2-BR RENT ($)        3-BR UNITS        3-BR RENT ($)        4 AND ABOVE-BR UNITS
   ------        ----------        -------------        ----------        -------------        --------------------

     8
    8.01
    8.02
    8.03
     26
     32                 160                  716               24                   901
     37                 140                  835
     48                 144                  606                8                   845
   48.01                 96                  610                8                   845
   48.02                 48                  599
     54
     60                 164                  482
     69                 124                  548
     70                  89                  770                1                   900
     81                 118                  714               26                   820
     83                  96                  625               12                   725
     87                  96                  665
     95                   4                1,167
    101                  96                  517               64                   615
    108                 144                  454
    115                  68                  454               56                   529
    122                  68                  615                2                   650
    124                   6                  888               10                 1,075                           3
    125
    128
    130
    132                  54                  517               16                   633
    135
    136                  31                  522               17                   552
    137                  64                  425
    138                  48                  441
    139
</TABLE>







<TABLE>

                        AVERAGE             UTILITIES        ELEVATOR
   LOAN #       4 AND ABOVE-BR RENT ($)     TENANT PAYS      PRESENT
   ------       -----------------------     -----------      -------

     8
    8.01
    8.02
    8.03
     26                                                      No
     32                                     E, S, W          No
     37                                     E, S, W          No
     48                                     Various          No
   48.01                                    E                No
   48.02                                    E, W             No
     54
     60                                     E, S, W          No
     69                                     E, S, W          No
     70                                     E                No
     81                                     E, S, W          No
     83                                     E                No
     87                                     E, S, W          No
     95                                     E                No
    101                                     E, G             No
    108                                     E, S, W          No
    115                                     E                No
    122                                     E, G, S, W       No
    124                           1,423     E                No
    125                                     E                No
    128                                     E                No
    130                                     E,G,W
    132                                     E, S, W          No
    135                                                      No
    136                                                      No
    137                                     E, S, W          No
    138                                     E, S, W          No
    139                                                      No
</TABLE>

                                                                         ANNEX C

[MERRILL LYNCH LOGO]                   [COUNTRYWIDE SECURITIES CORPORATION LOGO]


[IXIS REAL ESTATE CAPITAL INC. LOGO]                              [PNCBANK LOGO]




                      STRUCTURAL AND COLLATERAL TERM SHEET


                          $1,884,497,000 (APPROXIMATE)

         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
 CLASS A-1, CLASS A-2, CLASS A-3A, CLASS A-3B, CLASS A-SB, CLASS A-4, CLASS AM,
                CLASS AJ, CLASS B, CLASS C, CLASS D AND CLASS XP

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

                     MERRILL LYNCH MORTGAGE TRUST 2005-CIP1
                                     Issuer

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                    Depositor

                      MERRILL LYNCH MORTGAGE LENDING, INC.
                COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE, INC.
                          IXIS REAL ESTATE CAPITAL INC.
                         PNC BANK, NATIONAL ASSOCIATION
                              Mortgage Loan Sellers

                           MIDLAND LOAN SERVICES, INC.
                                 Master Servicer

                               LNR PARTNERS, INC.
                                Special Servicer

                        LASALLE BANK NATIONAL ASSOCIATION
                                     Trustee

                               ABN AMRO BANK N.V.
                                  Fiscal Agent

                                 AUGUST 11, 2005

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are ultimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. INFORMATION IN THIS
MATERIAL REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES
ALL PRIOR INFORMATION REGARDING SUCH ASSETS. ANY INFORMATION IN THIS MATERIAL,
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE, WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION CONTAINED IN
ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD
TO YOU. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.


MERRILL LYNCH & CO.                          COUNTRYWIDE SECURITIES CORPORATION


                          IXIS SECURITIES NORTH AMERICA

PNC CAPITAL MARKETS, INC.                                    WACHOVIA SECURITIES



MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

STRUCTURAL OVERVIEW
--------------------------------------------------------------------------------
OFFERED CERTIFICATES

                                               INITIAL
                                             CERTIFICATE           APPROX.
               EXPECTED RATINGS           PRINCIPAL BALANCE     TOTAL INITIAL
         ----------------------------        OR NOTIONAL            CREDIT
  CLASS     DBRS     FITCH   MOODY'S         AMOUNT (1)            SUPPORT
-------- ---------- ------- --------- ------------------------ ---------------
    A1      AAA       AAA      Aaa             79,700,000           30.000
    A2      AAA       AAA      Aaa            533,800,000           30.000
   A-3A     AAA       AAA      Aaa            157,900,000           30.000
   A-3B     AAA       AAA      Aaa             50,000,000           30.000
   A-SB     AAA       AAA      Aaa            108,000,000           30.000
    A4      AAA       AAA      Aaa            510,325,000           30.000
    AM      AAA       AAA      Aaa            205,675,000           20.000
    AJ      AAA       AAA      Aaa            138,830,000           13.250
     B      AA         AA      Aa2             43,706,000           11.125
     C   AA (Low)     AA-      Aa3             17,997,000           10.250
     D       A         A        A2             38,564,000            8.375
    XP      AAA       AAA      Aaa          2,008,754,000 (7)          N/A


           APPROX.
         PERCENTAGE
         OF INITIAL        WEIGHTED        PRINCIPAL    ASSUMED FINAL
          MORTGAGE         AVERAGE          WINDOW      DISTRIBUTION
 CLASS  POOL BALANCE   LIFE (YEARS)(2)   (MO./YR.)(2)      DATE(2)     RATE TYPE
------- -------------  ----------------  -------------  -------------  ---------
   A1       3.875           2.883         09/05-06/10     6/12/2010      Fixed
   A2      25.954           4.894         06/10-08/10     8/12/2010      Fixed
  A-3A      7.677           6.898         07/12-08/12     8/12/2012       (3)
  A-3B      2.431           6.967         08/12-08/12     8/12/2012       (3)
  A-SB      5.251           7.322         08/10-03/15     3/12/2015       (3)
   A4      24.812           9.818         03/15-07/15     7/12/2015       (3)
   AM      10.000           9.883         07/15-07/15     7/12/2015       (3)
   AJ       6.750           9.894         07/15-08/15     8/12/2015       (3)
    B       2.125           9.967         08/15-08/15     8/12/2015       (4)
    C       0.875           9.967         08/15-08/15     8/12/2015       (4)
    D       1.875           9.967         08/15-08/15     8/12/2015       (4)
   XP         N/A             N/A              NA         8/12/2013     Variable

NON-OFFERED CERTIFICATES

                                               INITIAL
                                             CERTIFICATE            APPROX.
              EXPECTED RATINGS            PRINCIPAL BALANCE      TOTAL INITIAL
        -----------------------------        OR NOTIONAL             CREDIT
 CLASS     DBRS     FITCH    MOODY'S          AMOUNT(1)             SUPPORT
------- --------- --------- --------- ------------------------- ---------------
   E       (6)       (6)       (6)            25,709,000             7.125
   F       (6)       (6)       (6)            33,423,000             5.500
   G       (6)       (6)       (6)            20,567,000             4.500
   H       (6)       (6)       (6)            25,709,000             3.250
   J       (6)       (6)       (6)            10,284,000             2.750
   K       (6)       (6)       (6)             5,142,000             2.500
   L       (6)       (6)       (6)             7,713,000             2.125
   M       (6)       (6)       (6)             7,713,000             1.750
   N       (6)       (6)       (6)             5,142,000             1.500
   P       (6)       (6)       (6)             5,141,000             1.250
   Q       (6)       (6)       (6)            25,710,308             0.000
   XC      (6)       (6)       (6)        $2,056,750,308 (7)           N/A


           APPROX.
         PERCENTAGE
         OF INITIAL    WEIGHTED
          MORTGAGE      AVERAGE     PRINCIPAL
          POOL BAL-      LIFE        WINDOW     ASSUMED FINAL DISTRI-
 CLASS      ANCE      (YEARS)(2)  (MO./YR.)(2)     BUTION DATE(2)     RATE TYPE
 ------ ------------ ------------ ------------- --------------------- ----------
   E        1.250        (6)          (6)               (6)              (5)
   F        1.625        (6)          (6)               (6)              (5)
   G        1.000        (6)          (6)               (6)              (5)
   H        1.250        (6)          (6)               (6)              (5)
   J        0.500        (6)          (6)               (6)              (3)
   K        0.250        (6)          (6)               (6)              (3)
   L        0.375        (6)          (6)               (6)              (3)
   M        0.375        (6)          (6)               (6)              (3)
   N        0.250        (6)          (6)               (6)              (3)
   P        0.250        (6)          (6)               (6)              (3)
   Q        1.250        (6)          (6)               (6)              (3)
   XC         N/A        (6)          (6)               (6)            Variable

(1)   In the case of each such class, subject to a permitted variance of plus
      or minus 5.0%.
(2)   As of the cut-off date. The weighted average life, principal window and
      assumed final distribution date were calculated assuming no prepayments
      will be made on the mortgage loans prior to their related maturity dates
      (except in the case of loans with anticipated repayment dates (ARD loans)
      which are assumed to prepay on their anticipated repayment dates) and the
      other Modeling Assumptions described in the prospectus supplement.
(3)   The pass-through rates on the class A-3A, A-3B, A-SB, A-4, AM, AJ, J, K,
      L, M, N, P and Q certificates will equal a rate the lesser of a specified
      pass-through rate and the weighted average of net mortgage rates on the
      mortgage loans (in each case adjusted, if necessary, to accrue on the
      basis of 360-day year consisting of twelve 30-day months).
(4)   The pass-through rate on the class B, C and D certificates will equal the
      weighted average of net mortgage rates on the mortgage loans (in each
      case adjusted, if necessary, to accrue on the basis of a 360-day year
      consisting of twelve 30-day months), less a specified percentage.
(5)   The pass-through rate on the class E, F, G and H certificates will equal
      the weighted average of net mortgage rates on the mortgage loans (in each
      case adjusted, if necessary, to accrue on the basis of a 360-day year
      consisting of twelve 30-day months).
(6)   Not offered pursuant to the prospectus and prospectus supplement. Any
      information provided herein regarding the characteristics of these
      certificates is provided only to enhance your understanding of the
      offered certificates.
(7)   The class XC and class XP certificates will not have certificate
      principal balances and their holders will not receive distributions of
      principal, but such holders will be entitled to receive payments of the
      aggregate interest accrued on the notional amount of each of the
      components of the class XC and class XP certificates, as described in the
      prospectus supplement. The interest rate applicable to each component of
      the class XC and class XP certificates for each distribution date will
      equal the rate specified in the prospectus supplement.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       1


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

TRANSACTION TERMS
--------------------------------------------------------------------------------
NOTE:  CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN HAVE THE
       MEANINGS ASCRIBED TO THEM IN THE PROSPECTUS SUPPLEMENT.


ISSUE TYPE          Sequential pay REMIC. Class A-1, A-2, A-3A, A-3B, A-SB, A-4,
                    AM, AJ, B, C, D and XP certificates are offered publicly.
                    All other certificates will be privately placed with
                    qualified institutional buyers or with institutional
                    accredited investors.

CUT-OFF DATE        References in this term sheet to the "cut-off date" mean,
                    with respect to each mortgage loan, except as provided
                    below, the related due date of that mortgage loan in August
                    2005 or, with respect to those mortgage loans, if any, that
                    were originated in July or August 2005 and have their
                    respective first payment dates in September 2005, August 1,
                    2005 or, with respect to those mortgage loans, if any, that
                    were originated in August 2005 and have their respective
                    first payment dates in October 2005, their respective dates
                    of origination. Any payments or collections that represent
                    amounts due on or before that date will not belong to the
                    trust fund.

MORTGAGE POOL       The mortgage pool consists of 135 mortgage loans with an
                    aggregate initial mortgage pool balance of $2,056,750,308,
                    subject to a variance of plus or minus 5.0%. The mortgage
                    loans are secured by 252 mortgaged real properties located
                    throughout 39 states.

ISSUER              Merrill Lynch Mortgage Trust 2005-CIP1

DEPOSITOR           Merrill Lynch Mortgage Investors, Inc.
<TABLE>


MORTGAGE LOAN       Merrill Lynch Mortgage Lending, Inc. (MLML)...............52.7% of the initial mortgage pool balance
SELLERS             Countrywide Commercial Real Estate Finance, Inc. (CRF)....19.5% of the initial mortgage pool balance
                    IXIS Real Estate Capital Inc. (IXIS)......................18.5% of the initial mortgage pool balance
                    PNC Bank, National Association (PNC).......................9.3% of the initial mortgage pool balance
</TABLE>

UNDERWRITERS        Merrill Lynch, Pierce, Fenner & Smith Incorporated
                    Countrywide Securities Corporation
                    IXIS Securities North America Inc.
                    PNC Capital Markets, Inc.
                    Wachovia Capital Markets, LLC

TRUSTEE             LaSalle Bank National Association

FISCAL AGENT        ABN AMRO Bank N.V.

MASTER SERVICER     Midland Loan Services, Inc.

SPECIAL SERVICER    LNR Partners, Inc.


RATING AGENCIES     Dominion Bond Rating Service, Inc.
                    Fitch, Inc.
                    Moody's Investors Service, Inc.


DENOMINATIONS       $25,000 minimum for the offered certificates with principal
                    balances and $100,000 minimum in the case of the class XP
                    certificates.


CLOSING DATE        On or about August 24, 2005.


SETTLEMENT TERMS    Book-entry through DTC for all offered certificates.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       2


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

DETERMINATION DATE  For any distribution date, the fourth business day prior to
                    the distribution date, except that in the case of certain
                    mortgage loans, the master servicer may, as described in the
                    prospectus supplement make its determination as to the
                    collections received as of a later date during each month.


DISTRIBUTION DATE   The 12th day of each month or, if the 12th day is not a
                    business day, the next succeeding business day, beginning in
                    September 2005.


INTEREST            Each class of offered certificates will be entitled on each
DISTRIBUTIONS       distribution date to interest accrued during the prior
                    calendar month at its pass-through rate for such
                    distribution date on the outstanding certificate balance of
                    such class immediately prior to such distribution date.
                    Interest on the offered certificates will be calculated on
                    the basis of twelve 30-day months and a 360-day year.
                    Interest on the offered certificates will be distributed on
                    each distribution date, to the extent of available funds, in
                    sequential order of class designation, except that the class
                    A-1, A-2, A-3A, A-3B, A-SB, A-4, XC and XP are pro rata and
                    pari passu in entitlement to interest.


PRINCIPAL           Except as described below, principal will be distributed on
DISTRIBUTIONS       each distribution date, to the extent of available funds, to
                    the most senior class of sequential pay certificates
                    outstanding until its certificate balance is reduced to
                    zero. Payments of principal will be generally made, to the
                    extent of available funds, (i) to the class A-1, A-2, A-3A,
                    A-3B, A-SB and A-4 certificates, in that order, in an amount
                    equal to the funds received or advanced with respect to
                    principal on mortgage loans in each case until the principal
                    balance of the subject class of certificates is reduced to
                    zero.

                    Notwithstanding the foregoing, on any distribution date as
                    of which the principal balance of the class A-SB
                    certificates is required to be paid down to its scheduled
                    principal balance for that distribution date in accordance
                    with a specified schedule that will be annexed to the
                    prospectus supplement, distributions of principal will be
                    made, to the extent of available funds, to reduce the
                    principal balance of the class A-SB certificates to its
                    scheduled principal balance for the subject distribution
                    date, out of the funds received or advanced with respect to
                    principal on the mortgage loans prior to any distributions
                    of principal to any other class of certificates on that
                    distribution date.

                    If, due to losses, the certificate balances of the class AM
                    through class Q certificates are reduced to zero, payments
                    of principal to the class A-1, A-2, A-3A, A-3B, A-SB and A-4
                    certificates (to the extent that any two or more of these
                    classes are outstanding) will be made on a pro rata and pari
                    passu basis.


                    Following retirement of the class A-1, A-2, A-3A, A-3B, A-SB
                    and A-4 certificates, amounts distributable as principal
                    will be distributed on each distribution date, to the extent
                    of available funds, to the class AM, AJ, B, C, D, E, F, G,
                    H, J, K, L, M, N, P and Q certificates, in that order, in
                    each case until the related certificate balance of the
                    subject class of certificates is reduced to zero.


LOSSES              Losses realized on the mortgage loans and certain
                    default-related and other unanticipated expenses, if any,
                    will be allocated to the class Q, P, N, M, L, K, J, H, G, F,
                    E, D, C, B, AJ and AM certificates, in that order, and then,
                    on a pro rata and pari passu basis to the class A-1, A-2,
                    A-3A, A-3B, A-SB and A-4 certificates.


PREPAYMENT          Any prepayment premiums or yield maintenance charges
PREMIUMS AND        collected will be distributed to certificateholders on the
YIELD MAINTENANCE   distribution date following the collection period in which
CHARGES             the prepayment premium was received. On each distribution
                    date, the holders of each class of offered certificates and
                    of the class E, F, G and H certificates then entitled to
                    principal distributions (to the extent such prepayment
                    premium or yield maintenance charge is collected from
                    mortgage loans will be entitled


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       3


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

                    to a portion of prepayment premiums or yield maintenance
                    charges equal to the product of (a) the amount of such
                    prepayment premiums or yield maintenance charges, net of
                    workout fees and principal recovery fees payable from it,
                    multiplied by (b) a fraction, which in no event may be
                    greater than 1.0, the numerator of which is equal to the
                    excess, if any, of the pass-through rate of such class of
                    certificates over the relevant discount rate, and the
                    denominator of which is equal to the excess, if any, of the
                    mortgage interest rate of the prepaid mortgage loan over the
                    relevant discount rate, multiplied by (c) a fraction, the
                    numerator of which is equal to the amount of principal
                    distributable on such class of certificates on that
                    distribution date, and the denominator of which is equal to
                    the total principal distribution amount for that
                    distribution date.


                    The portion, if any, of the prepayment premiums or yield
                    maintenance charges remaining after any payments described
                    above will be distributed to the holders of the class XP
                    and/or XC certificates as follows: (a) on each distribution
                    date up to and including the distribution date in August
                    2013, (i) to the holders of the class XP certificates, an
                    amount equal to 15% of that remaining portion of the
                    prepayment premiums or yield maintenance charges, and (ii)
                    to the holders of the class XC certificates, an amount equal
                    to 85% of that remaining portion of the prepayment premiums
                    or yield maintenance charges; and (b) on each distribution
                    date that occurs subsequent to August 2013, to the holders
                    of the class XC certificates, an amount equal to 100% of
                    that remaining portion of the prepayment premiums or yield
                    maintenance charges.

                    All prepayment premiums and yield maintenance charges
                    payable as described above will be reduced, with respect to
                    specially serviced mortgage loans, by an amount equal to
                    certain expenses of the trust fund and losses realized in
                    respect of the mortgage loans previously allocated to any
                    class of certificates.

ADVANCES            The master servicer and, if it fails to do so, the trustee
                    (or the fiscal agent if the trustee fails to do so), will be
                    obligated to make P&I advances and servicing advances,
                    including advances of delinquent property taxes and
                    insurance, but only to the extent that such advances are
                    considered recoverable, and, in the case of P&I advances,
                    subject to appraisal reductions that may occur.

                    Notwithstanding the foregoing, the master servicer will not
                    be required to make servicing advances (but will remain
                    obligated to make P&I advances) with respect to the mortgage
                    loan referred to as the Westchester mortgage loan. The
                    mortgage loan is part of a group of mortgage loans (referred
                    to as a loan combination) that are secured by the same
                    mortgaged real property. One of those loans, which is pari
                    passu in right of payment and in other respects with the
                    Westchester mortgage loan, has been included as an asset in
                    the Merrill Lynch Mortgage Trust Series 2005-MCP1 commercial
                    mortgage securitization.

                    The servicing of the Westchester loan combination will be
                    governed by the pooling and servicing agreement for the MLMT
                    Series 2005-MCP1 securitization.

                    Servicing advances, the recoverability of those advances and
                    the reimbursement of the advancing party with respect to the
                    Westchester loan combination will be generally governed by
                    the pooling and servicing agreement for the MLMT Series
                    2005-MCP1 securitization. See "Description of the Mortgage
                    Pool--Westchester Loan Combination" in the prospectus
                    supplement.

APPRAISAL           If any of certain adverse events or circumstances described
REDUCTIONS          in the prospectus supplement occur or exist with respect to
                    any mortgage loan or the mortgaged real property for any
                    mortgage loan, that mortgage loan will be considered a
                    required appraisal loan. An appraisal reduction will
                    generally be made in the amount, if any, by which the
                    principal balance of the required appraisal loan (plus other
                    amounts overdue or advanced in connection with such loan)
                    exceeds 90% of the appraised value of the related mortgaged
                    real property plus all escrows and reserves (including
                    letters of credit) held as additional collateral with
                    respect to the mortgage loan. As a result of calculating an
                    appraisal


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       4


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

                    reduction amount for a given mortgage loan, the interest
                    portion of any P&I advance for such loan will be reduced,
                    which will have the effect of reducing the amount of
                    interest available for distribution to the certificates.

                    A required appraisal loan will cease to be a required
                    appraisal loan when the related mortgage loan has been
                    brought current for at least three consecutive months and no
                    other circumstances exist which would cause such mortgage
                    loan to be a required appraisal loan.

                    Any determination as to whether the Westchester mortgage
                    loan is a required appraisal loan will be made in accordance
                    with the MLMT Series 2005-MCP1 pooling and servicing
                    agreement. See "Description of the Mortgage
                    Pool--Westchester Loan Combination" in the prospectus
                    supplement.

OPTIONAL            The master servicer, the special servicer and certain
TERMINATION         certificateholders will have the option to terminate the
                    trust, in whole but not in part, and purchase the remaining
                    assets of the trust on or after the distribution date on
                    which the stated principal balance of the mortgage loans is
                    less than approximately 1.0% of the initial mortgage pool
                    balance. Such purchase price will generally be at a price
                    equal to the unpaid aggregate principal balance of the
                    mortgage loans, plus accrued and unpaid interest and certain
                    other additional trust fund expenses and the fair market
                    value of any REO properties acquired by the trust following
                    foreclosure.

                    In addition, if, following the date on which the total
                    principal balances of the class A-1, A-2, A-3A, A-3B, A-SB,
                    A-4, AM, AJ, B, C and D certificates are reduced to zero,
                    all of the remaining certificates, except the class Z, R-I
                    and R-II certificates, are held by the same
                    certificateholder, the trust fund may also be terminated,
                    subject to such additional conditions as may be set forth in
                    the pooling and servicing agreement, in connection with an
                    exchange of all the remaining certificates for all the
                    mortgage loans and REO properties remaining in the trust
                    fund at the time of exchange.

CONTROLLING CLASS   The most subordinate class of sequential pay certificates
                    that has a class certificate balance greater than 25% of its
                    original certificate balance will be the controlling class
                    of certificates; provided, however, that if no such class of
                    sequential pay certificates satisfies such requirement, the
                    controlling class of certificates will be the most
                    subordinate class of sequential pay certificates with a
                    class certificate balance greater than zero. The holder(s)
                    of certificates representing a majority interest in the
                    controlling class will have the right, subject to the
                    conditions described in the prospectus supplement, to
                    replace the special servicer and select a representative
                    that may direct and advise the special servicer on various
                    servicing matters.

                    Notwithstanding the foregoing, the controlling class will
                    not have the right to replace the special servicer under the
                    MLMT Series 2005-MCP1 securitization or direct and advise
                    the MLMT series 2005-MCP1 special servicer on servicing
                    matters with respect to the Westchester mortgage loan, which
                    is being serviced as part of a group of loans (referred to
                    as a loan combination), that are secured by the same
                    mortgaged property, under the MLMT Series 2005-MCP1 pooling
                    and servicing agreement. The controlling class will,
                    however, be able to discuss the servicing of the Westchester
                    mortgage loan with the MLMT Series 2005-MCP1 master servicer
                    and special servicer, as applicable.

                    However, in the case of the Westchester mortgage loan, the
                    holder of the most junior Westchester subordinate non-trust
                    loan that has an unpaid principal balance, net of any
                    existing related appraisal reduction amounts, equal to or
                    greater than 25% of its original principal balance, will
                    have the right to direct or advise the special servicer with
                    respect to certain specified servicing actions with respect
                    to the Westchester mortgage loan and the Westchester
                    non-trust loans.

                    Subsequent to the occurrence of (a) a payment delinquency
                    with respect to the Westchester mortgage loan that continues
                    for more than 60 days, (b) the acceleration of the
                    Westchester mortgage loan, (c) a default at maturity of the
                    Westchester mortgage loan, (d) a voluntary bankruptcy by the
                    related borrower or (e) a non-monetary event of default that
                    causes the loan to be


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       5


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

                    specially serviced, the holders of the Westchester
                    subordinate non-trust loans will have the right to purchase
                    the Westchester mortgage loan from the trust at a purchase
                    price described in the prospectus supplement.

                    In the event that certain events of default exist with
                    respect to the Westchester mortgage loan after the
                    expiration of any applicable grace periods, the holders of
                    the Westchester subordinate non-trust loans will have the
                    right, but not the obligation, to cure such default.

LOAN COMBINATION    One (1) mortgage loan (which is the Westchester mortgage
                    loan discussed above) is part of a loan combination that
                    includes multiple other loans, one (1) of which (which is
                    referred to as the Westchester pari passu non-trust loan) is
                    pari passu in right of payment and in other respects to the
                    Westchester mortgage loan, and the others of which are
                    subordinate in right of payment and in other respects to the
                    Westchester mortgage loan and the Westchester pari passu
                    non-trust loan. The Westchester subordinate non-trust loans
                    are grouped into three (3) tiers of relative seniority--a "B
                    note" tier, a "C note" tier and a "D note" tier, each of
                    which consists of one or more subordinate non-trust loans.

                    See "Description of the Mortgage Pool--Westchester Loan
                    Combination", in the prospectus supplement for more
                    information regarding this loan combination.

ERISA               The offered certificates are expected to be ERISA eligible.

SMMEA               The offered certificates will not be "mortgage related
                    securities" for the purposes of the Secondary Mortgage
                    Market Enhancement Act of 1984.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       6


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

CONTACTS


          MERRILL LYNCH & CO.           COUNTRYWIDE SECURITIES CORPORATION
             John Mulligan                        Tom O' Hallaron
        (212) 449-3860 (Phone)                (818) 225-6353 (Phone)
         (212) 738-1491 (Fax)                  (818) 225-4032 (Fax)

               Max Baker                             Stew Ward
        (212) 449-3860 (Phone)                (818) 225-6353 (Phone)
         (212) 738-1491 (Fax)                  (818) 225-4032 (Fax)

               Rich Sigg                          Chris Tokarski
        (212) 449-3860 (Phone)                (818) 225-6331 (Phone)
         (212) 738-1491 (Fax)                  (818) 225-4179 (Fax)

             David Rodgers
        (212) 449-3611 (Phone)
         (212) 449-3589 (Fax)

             Malay Bansal
        (212) 449-1302 (Phone)
         (212) 449-3589 (Fax)

<TABLE>



IXIS SECURITIES NORTH AMERICA INC.   PNC CAPITAL MARKETS, INC.   WACHOVIA CAPITAL MARKETS LLC
           Greg Murphy                     Scott Holmes                 William Cohane
      (212) 891-6282 (Phone)          (704) 551-2847 (Phone)       (704) 374-6161 (Phone)
       (212) 891-3454 (Fax)            (704) 643-2088 (Fax)         (704) 715-0066 (Fax)
            Barry Funt                                                   Scott Fuller
      (212) 891-1836 (Phone)                                       (704) 715-8440 (Phone)
       (212) 891-3411 (Fax)                                         (704) 715-1214 (Fax)
                                                                           Bill White
                                                                   (704) 715-8440 (Phone)
                                                                    (704) 715-1214 (Fax)
                                                                         Chris Campbell
                                                                   (704) 715-8440 (Phone)
                                                                    (704) 715-1214 (Fax)
</TABLE>


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       7


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
(THE SUM OF THE PERCENTAGE CALCULATIONS MAY NOT EQUAL 100% DUE TO ROUNDING.)


All numerical information provided with respect to the mortgage loans is
provided on an approximate basis. All weighted average information provided with
respect to the mortgage loans reflects a weighting of the subject mortgage loans
based on their respective cut-off date principal balances. When information with
respect to the mortgaged real properties is expressed as a percentage of the
initial mortgage pool balance, the percentages are based upon the cut-off date
principal balances of the related mortgage loans comprising the mortgage pool.
If any of the mortgage loans is secured by multiple mortgaged real properties,
the cut-off date principal balance has been allocated based on any of (i) an
individual property's appraised value as a percentage of the total appraised
value of all of the mortgaged real properties, including the subject individual
property, securing the same mortgage loan, (ii) an individual property's
underwritten net operating income as a percentage of the total underwritten net
operating income of all the mortgaged real properties, including the subject
individual property, securing the same mortgage loan and (iii) an allocated loan
balance specified in the related loan documents. Unless specifically indicated
otherwise (for example, with respect to loan-to-value and debt service coverage
ratios and cut-off date balances per unit of mortgaged real property),
statistical information presented with respect to the Westchester mortgage loan
excludes the related non-trust loans.

GENERAL CHARACTERISTICS

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

<TABLE>

                                                                                        ALL MORTGAGE
                                                                                           LOANS

Initial mortgage pool balance ....................................................    $2,056,750,308
Number of mortgage loans .........................................................               135
Number of mortgaged properties ...................................................               252
Percentage of Investment Grade Loans(1) ..........................................              15.0%
Average cut-off date principal balance ...........................................       $15,235,187
Largest cut-off date principal balance ...........................................      $187,796,151
Smallest cut-off date principal balance ..........................................          $748,000
Weighted average mortgage interest rate ..........................................            5.2487%
Highest mortgage interest rate ...................................................            7.4000%
Lowest mortgage interest rate ....................................................            4.6470%
Number of Cross Collateralized Mortgage Loans ....................................                 5
Cross Collateralized Mortgage Loans as a % of IPB ................................               5.5%
Number of Multi Property Mortgage Loans ..........................................                12
Multi Property Mortgage Loans as a % of IPB ......................................              23.6%
Weighted average underwritten debt service coverage ratio(2) .....................              1.63x
Highest underwritten debt service coverage ratio .................................              2.85x
Lowest underwritten debt service coverage ratio ..................................              1.20x
Weighted average cut-off date loan-to-value ratio(2) .............................              68.8%
Highest cut-off date loan-to-value ratio .........................................              85.0%
Lowest cut-off date loan-to-value ratio ..........................................              35.8%
Weighted average original term to maturity or anticipated repayment date (months)                101
Longest original term to maturity or anticipated repayment date (months) .........               181
Shortest original term to maturity or anticipated repayment date (months) ........                60
Weighted average remaining amort term (months) ...................................               346
Longest remaining amort term (months) ............................................               360
Shortest remaining amort term (months) ...........................................               298
</TABLE>

See "Summary of Prospectus Supplement--The Mortgage Loans and the Mortgaged Real
Properties--Additional Statistical Information" for a similar table with
additional information regarding certain of the mortgage loans.

---------------------
(1) It has been confirmed by DBRS, Fitch and Moody's, in accordance with their
    respective methodologies, that the Financial Square, The Westchester and E
    Walk on New 42nd Street loans have credit characteristics consistent with
    investment-grade rated obligations.
(2) As described in the prospectus supplement, the debt service coverage ratios
    with respect to certain mortgage loans were calculated assuming the
    application of a holdback amount and/or a letter of credit in reduction of
    the respective cut-off date principal balances or taking into account
    various assumptions regarding the financial performance of the related
    mortgaged real property on a "stabilized" basis.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       8


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

SELECT CHARACTERISTICS OF MORTGAGE POOL
--------------------------------------------------------------------------------
                PROPERTY TYPE BY STATE MATRIX FOR MORTGAGE POOL
--------------------------------------------------------------------------------

               % OF INITIAL MORTGAGE POOL BALANCE BY PROPERTY TYPE


                        % OF INITAL
                      MORTGAGE POOL
         STATE           BALANCE       RETAIL    OFFICE    HOSPITALITY
New York ...........       20.3          8.8       6.7         0.8
California .........       17.0          7.8       2.0         2.2
 Northern(1) .......        2.1          0.0       0.3         0.8
 Southern(1) .......       14.9          7.8       1.7         1.5
Indiana ............        9.2          9.1       0.0         0.0
Florida ............        8.4          1.1       3.4         2.2
Texas ..............        7.8          2.7       1.1         0.9
North Carolina .....        4.4          0.0       4.4         0.0
Colorado ...........        4.0          2.3       0.5         0.0
Pennsylvania .......        3.5          0.2       0.0         2.0
Ohio ...............        2.2          1.2       0.0         0.9
Arizona ............        2.2          1.3       0.0         0.0
Nevada .............        2.0          0.8       0.5         0.0
New Jersey .........        1.9          0.4       0.3         0.9
Connecticut ........        1.7          0.0       0.0         1.3
Maryland ...........        1.6          0.5       0.0         0.4
Washington .........        1.6          1.1       0.0         0.0
Kansas .............        1.4          1.4       0.0         0.0
Missouri ...........        1.3          0.0       0.9         0.0
Vermont ............        1.3          0.0       0.0         0.0
Georgia ............        1.0          0.0       0.1         0.5
Delaware ...........        0.8          0.0       0.0         0.6
Massachusetts ......        0.8          0.0       0.3         0.5
South Carolina .....        0.7          0.0       0.0         0.0
Virginia ...........        0.7          0.0       0.2         0.0
Wisconsin ..........        0.4          0.0       0.3         0.0
Michigan ...........        0.4          0.0       0.0         0.4
Kentucky ...........        0.4          0.0       0.0         0.0
Rhode Island .......        0.4          0.0       0.0         0.4
Arkansas ...........        0.3          0.0       0.0         0.0
Tennessee ..........        0.3          0.1       0.0         0.0
New Hampshire.......        0.3          0.0       0.0         0.0
New Mexico .........        0.3          0.0       0.2         0.0
Illinois ...........        0.2          0.0       0.0         0.0
Oklahoma ...........        0.2          0.0       0.0         0.0
North Dakota .......        0.2          0.0       0.2         0.0
Alabama ............        0.2          0.1       0.0         0.0
Montana ............        0.1          0.0       0.0         0.0
Maine ..............        0.1          0.0       0.0         0.0
Mississippi ........        0.1          0.0       0.0         0.0
Louisiana ..........        0.1          0.0       0.0         0.0
                          -----         ----      ----        ----
Total ..............      100.0%        39.0%     21.1%       14.0%
                          =====         ====      ====        ====


                                  MIXED   SELF              MANUFACTURED
         STATE        MULTIFAMILY  USE  STORAGE  INDUSTRIAL    HOUSING    OTHER
New York ...........      0.0      0.7    1.4       0.0          1.8       0.0
California .........      1.4      1.3    0.4       1.4          0.5       0.0
 Northern(1) .......      1.1      0.0    0.0       0.0          0.0       0.0
 Southern(1) .......      0.3      1.3    0.4       1.4          0.5       0.0
Indiana ............      0.0      0.0    0.0       0.0          0.0       0.0
Florida ............      0.7      0.4    0.2       0.4          0.0       0.0
Texas ..............      2.4      0.0    0.4       0.3          0.0       0.0
North Carolina .....      0.0      0.0    0.0       0.0          0.0       0.0
Colorado ...........      0.0      1.2    0.0       0.0          0.0       0.0
Pennsylvania .......      0.0      1.0    0.4       0.0          0.0       0.0
Ohio ...............      0.0      0.0    0.1       0.0          0.0       0.0
Arizona ............      0.9      0.0    0.0       0.0          0.0       0.0
Nevada .............      0.8      0.0    0.0       0.0          0.0       0.0
New Jersey .........      0.0      0.0    0.0       0.3          0.0       0.0
Connecticut ........      0.0      0.0    0.4       0.0          0.0       0.0
Maryland ...........      0.0      0.0    0.0       0.6          0.0       0.0
Washington .........      0.3      0.0    0.2       0.0          0.0       0.0
Kansas .............      0.0      0.0    0.0       0.0          0.0       0.0
Missouri ...........      0.5      0.0    0.0       0.0          0.0       0.0
Vermont ............      0.0      1.3    0.0       0.0          0.0       0.0
Georgia ............      0.0      0.2    0.1       0.0          0.0       0.0
Delaware ...........      0.0      0.0    0.3       0.0          0.0       0.0
Massachusetts ......      0.0      0.0    0.0       0.0          0.0       0.0
South Carolina .....      0.0      0.0    0.1       0.0          0.0       0.7
Virginia ...........      0.0      0.1    0.0       0.4          0.0       0.0
Wisconsin ..........      0.1      0.0    0.0       0.0          0.0       0.0
Michigan ...........      0.0      0.0    0.1       0.0          0.0       0.0
Kentucky ...........      0.3      0.0    0.1       0.0          0.0       0.0
Rhode Island .......      0.0      0.0    0.0       0.0          0.0       0.0
Arkansas ...........      0.3      0.0    0.1       0.0          0.0       0.0
Tennessee ..........      0.1      0.0    0.1       0.0          0.0       0.0
New Hampshire.......      0.0      0.0    0.0       0.0          0.3       0.0
New Mexico .........      0.0      0.0    0.1       0.0          0.0       0.0
Illinois ...........      0.1      0.0    0.1       0.0          0.0       0.0
Oklahoma ...........      0.2      0.0    0.0       0.0          0.0       0.0
North Dakota .......      0.0      0.0    0.0       0.0          0.0       0.0
Alabama ............      0.0      0.0    0.0       0.0          0.0       0.0
Montana ............      0.0      0.0    0.0       0.0          0.1       0.0
Maine ..............      0.0      0.0    0.1       0.0          0.0       0.0
Mississippi ........      0.0      0.0    0.1       0.0          0.0       0.0
Louisiana ..........      0.0      0.0    0.1       0.0          0.0       0.0
                          ---      ---    ---       ---          ---       ---
Total ..............      7.9%     6.2%   5.1%      3.4%         2.6%      0.7%
                          ===      ===    ===       ===          ===       ===

---------------------
(1) For purposes of determining whether a mortgaged real property is located in
    Northern California or Southern California, Northern California includes
    areas with zip codes of 93600 and above and Southern California includes
    areas below 93600.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                        9


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------
SELECT CHARACTERISTICS OF MORTGAGE POOL
--------------------------------------------------------------------------------

<TABLE>

                                                                     CUT-OFF DATE     % OF INITIAL
                                                       NUMBER OF       PRINCIPAL      MORTGAGE POOL
                                                    MORTGAGE LOANS      BALANCE          BALANCE

Interest Only ....................................         13       $  570,200,000          27.7
Single Tenant ....................................         12       $   66,265,909           3.2
Loans (greater than) 50% Single Tenant ...........         24       $  165,007,378           8.0
Current Secondary Debt ...........................          7       $  346,600,000          16.9
Future Secondary Debt Permitted ..................         28       $  816,853,844          39.7
Lockbox ..........................................         62       $1,471,577,076          71.5
Escrow Type(1)
 TI/LC Reserves(2) ...............................         50       $  530,119,043          36.6
 Real Estate Tax .................................        120       $1,410,605,178          68.6
 Insurance .......................................        112       $1,119,241,874          54.4
 Replacement Reserves ............................        112       $1,317,736,246          64.1
</TABLE>

---------------------
(1) Does not include mortgage loans with upfront reserves.
(2) TI/LC escrows are expressed as a percentage of only the mortgage loans
    secured by office, retail, mixed use, industrial and other properties.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                     10


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------
SELECT CHARACTERISTICS OF MORTGAGE POOL
--------------------------------------------------------------------------------
CUT-OFF DATE BALANCE ($)

                                                                   % BY
                                                                  CUT-OFF
         RANGE OF              NUMBER OF        AGGREGATE          DATE
         CUT-OFF                MORTGAGE       CUT-OFF DATE        POOL
       DATE BALANCES             LOANS           BALANCE          BALANCE
---------------------------   -----------   -----------------   ----------
  748,000 - 2,999,999              14        $   28,565,454         1.4%
  3,000,000 - 3,999,999            10            36,549,733         1.8
  4,000,000 - 4,999,999            16            72,848,976         3.5
  5,000,000 - 5,999,999            12            65,167,985         3.2
  6,000,000 - 6,999,999             8            51,783,287         2.5
  7,000,000 - 7,999,999            11            82,731,040         4.0
  8,000,000 - 9,999,999            14           123,034,817         6.0
  10,000,000 - 12,999,999          10           111,993,739         5.4
  13,000,000 - 19,999,999          15           242,421,179        11.8
  20,000,000 - 49,999,999          19           536,157,946        26.1
  50,000,000 - 99,999,999           2           127,700,000         6.2
  100,000,000 - 187,796,151         4           577,796,151        28.1
                                   --        --------------       -----
  Total:                          135        $2,056,750,308       100.0%
                                  ===        ==============       =====

  MIN: $748,000         MAX: $187,796,151      WTD. AVERAGE: $15,235,187

------------------------------------------------------------------------
DEBT SERVICE COVERAGE RATIO (X)

                                                      % BY
                                                     CUT-OFF
   RANGE OF       NUMBER OF        AGGREGATE          DATE
 UNDERWRITTEN      MORTGAGE       CUT-OFF DATE        POOL
     DSCRS          LOANS           BALANCE          BALANCE
--------------   -----------   -----------------   ----------
  1.20 - 1.24         19        $  378,373,925        18.4%
  1.25 - 1.29         21           224,454,724        10.9
  1.30 - 1.34         22           196,412,557         9.5
  1.35 - 1.39         12            66,761,437         3.2
  1.40 - 1.44         14           188,346,376         9.2
  1.45 - 1.49          7           131,819,544         6.4
  1.50 - 1.59         14           178,232,235         8.7
  1.60 - 1.99         20           369,299,510        18.0
  2.00 - 2.85          6           323,050,000        15.7
                      --        --------------       -----
  Total:             135        $2,056,750,308       100.0%
                     ===        ==============       =====

  MIN: 1.20X     MAX: 2.85X             WTD. AVERAGE: 1.63X

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

MORTGAGE RATE (%)

                                                         % BY
                                                        CUT-OFF
                     NUMBER OF        AGGREGATE          DATE
     RANGE OF         MORTGAGE       CUT-OFF DATE        POOL
  MORTGAGE RATES       LOANS           BALANCE          BALANCE
-----------------   -----------   -----------------   ----------
  4.6470 - 4.7499         2        $  177,500,000         8.6%
  4.7500 - 4.9999         7           518,242,151        25.2
  5.0000 - 5.2499        41           445,499,963        21.7
  5.2500 - 5.4999        41           419,948,317        20.4
  5.5000 - 5.5999         9            79,821,588         3.9
  5.6000 - 5.6999        16           224,460,142        10.9
  5.7000 - 5.7499         3             9,362,276         0.5
  5.7500 - 5.9999         9           120,060,011         5.8
  6.0000 - 6.2499         5            37,998,813         1.8
  6.2500 - 7.4000         2            23,857,048         1.2
                         --        --------------       -----
  Total:                135        $2,056,750,308       100.0%
                        ===        ==============       =====

  MIN: 4.6470%     MAX: 7.4000%          WTD. AVERAGE: 5.2487%

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

CUT-OFF DATE LOAN-TO-VALUE RATIO (%)

                                                     % BY
   RANGE OF                                         CUT-OFF
   CUT-OFF       NUMBER OF        AGGREGATE          DATE
     DATE         MORTGAGE       CUT-OFF DATE        POOL
  LTV RATIOS       LOANS           BALANCE          BALANCE
-------------   -----------   -----------------   ----------
  35.8 - 49.9         6        $  189,693,823         9.2%
  50.0 - 59.9        11           192,354,648         9.4
  60.0 - 64.9         9           125,860,449         6.1
  65.0 - 69.9        22           226,809,638        11.0
  70.0 - 74.9        37           623,771,916        30.3
  75.0 - 80.0        47           680,004,834        33.1
  80.1 - 85.0         3            18,255,000         0.9
                     --        --------------       -----
  Total:            135        $2,056,750,308       100.0%
                    ===        ==============       =====

  MIN: 35.8%   MAX: 85.0%              WTD. AVERAGE: 68.8%

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

MATURITY DATE OR ARD LOAN-TO-VALUE RATIO (%)

                                                              % BY
                                                             CUT-OFF
       RANGE OF           NUMBER OF        AGGREGATE          DATE
 MATURITY DATE OR ARD      MORTGAGE       CUT-OFF DATE        POOL
 LOAN-TO-VALUE RATIOS       LOANS           BALANCE          BALANCE
----------------------   -----------   -----------------   ----------
  34.7 - 49.9                 17        $  272,560,986        13.3%
  50.0 - 54.9                 14           252,888,750        12.3
  55.0 - 59.9                 19           214,827,912        10.4
  60.0 - 62.4                 17           123,103,966         6.0
  62.5 - 64.9                 18           188,388,771         9.2
  65.0 - 67.4                 17           440,938,427        21.4
  67.5 - 69.9                 17           209,725,000        10.2
  70.0 - 78.8                 16           354,316,497        17.2
                              --        --------------       -----
  Total:                     135        $2,056,750,308       100.0%
                             ===        ==============       =====

  MIN: 34.7%   MAX: 78.8%                       WTD. AVERAGE: 62.0%

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


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       11


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------
SELECT CHARACTERISTICS OF MORTGAGE POOL
--------------------------------------------------------------------------------

ORIGINAL TERM TO MATURITY OR ARD (MOS)

    RANGE OF                                           % BY
 ORIGINAL TERMS                                       CUT-OFF
   TO MATURITY      NUMBER OF        AGGREGATE         DATE
     OR ARD          MORTGAGE      CUT-OFF DATE        POOL
    (MONTHS)          LOANS           BALANCE         BALANCE
----------------   -----------   ----------------   ----------
  60 - 84               17        $  766,461,167       37.3%
  85 - 120             107         1,222,819,021       59.5
  121 - 181             11            67,470,121        3.3
                       ---        --------------      -----
  Total:               135        $2,056,750,308      100.0%
                       ===        ==============      =====

  MIN: 60 MOS.  MAX: 180 MOS.         WTD. AVERAGE: 101 MOS.

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

ORIGINAL AMORTIZATION TERM (MOS)

    RANGE OF                                          % BY
    ORIGINAL                                         CUT-OFF
  AMORTIZATION     NUMBER OF        AGGREGATE         DATE
     TERMS          MORTGAGE      CUT-OFF DATE        POOL
    (MONTHS)         LOANS           BALANCE         BALANCE
---------------   -----------   ----------------   ----------
  Interest Only        13        $  570,200,000       27.7%
  300 - 329            23           336,301,336       16.4
  330 - 360            99         1,150,248,973       55.9
                       --        --------------      -----
  Total:              135        $2,056,750,308      100.0%
                      ===        ==============      =====

  MIN: 300 MOS.  MAX: 360 MOS.    WTD. AVERAGE(1): 346 MOS.

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

AMORTIZATION TYPES FOR ALL MORTGAGE LOANS

                                                           % BY
                                                          CUT-OFF
                                         AGREGATE          DATE
                         NUMBER        CUT-OFF DATE        POOL
 AMORTIZATION TYPES     OF LOANS         BALANCE          BALANCE
--------------------   ----------   -----------------   ----------
  Balloon                   64       $  723,425,318        35.2%
  Interest Only             13          570,200,000        27.7
  IO-ARD                     2           27,000,000         1.3
  IO-Balloon                56          736,124,990        35.8
                            --       --------------       -----
  Total:                   135       $2,056,750,308       100.0%
                           ===       ==============       =====

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


REMAINING TERM TO MATURITY OR ARD (MOS)

   RANGE OF
  REMAINING                                          % BY
    TERMS                                           CUT-OFF
 TO MATURITY     NUMBER OF        AGGREGATE          DATE
    OR ARD        MORTGAGE       CUT-OFF DATE        POOL
   (MONTHS)        LOANS           BALANCE          BALANCE
-------------   -----------   -----------------   ----------
  57 - 84            17        $  766,461,167        37.3%
  85 - 119           76           951,679,021        46.3
  120 - 181          42           338,610,121        16.5
                     --        --------------       -----
  Total:            135        $2,056,750,308       100.0%
                    ===        ==============       =====

  MIN: 57 MOS.  MAX: 181 MOS.       WTD. AVERAGE: 100 MOS.

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

REMAINING STATED AMORTIZATION TERM (MOS)

   RANGE OF                                          % BY
   REMAINING                                        CUT-OFF
 AMORTIZATION     NUMBER OF        AGGREGATE         DATE
     TERMS         MORTGAGE      CUT-OFF DATE        POOL
   (MONTHS)         LOANS           BALANCE         BALANCE
--------------   -----------   ----------------   ----------
  0 - 60              13        $  570,200,000       27.7%
  121 - 360          122         1,486,550,308       72.3
                     ---        --------------      -----
  Total:             135        $2,056,750,308      100.0%
                     ===        ==============      =====

  MIN: 298 MOS.  MAX: 360 MOS.   WTD. AVERAGE(1): 345 MOS.

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

PARTIAL IO TERM (MOS)

                                                      % BY
                                      AGGREGATE      CUT-OFF
                      NUMBER OF     CUT-OFF DATE      DATE
     RANGE OF          MORTGAGE       PRINCIPAL       POOL
 PARTIAL IO TERMS       LOANS          BALANCE       BALANCE
------------------   -----------   --------------   --------
  0 - 12                   4        $ 27,000,000       1.3%
  13 - 24                 22         230,599,990      11.2
  25 - 36                 16         214,875,000      10.4
  37 - 48                  2          25,810,000       1.3
  49 - 60                 12         237,840,000      11.6
  61 - 120                 2          27,000,000       1.3
                          --        ------------      ----
  Total:                  58        $763,124,990      37.1%
                          ==        ============      ====

  MIN: 12 MOS.    MAX: 120 MOS.       WTD. AVERAGE: 42 MOS.

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

---------------------
(1) Does not include interest only loans.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       12


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------
MORTGAGE POOL PREPAYMENT PROFILE
--------------------------------------------------------------------------------

<TABLE>

                                                                    % OF
                                                                 REMAINING          % OF            % OF
               MONTHS                         AGGREGATE        MORTGAGE POOL      REMAINING       REMAINING
               SINCE                          REMAINING          BALANCE--      MORTGAGE POOL   MORTGAGE POOL
              CUT-OFF      NUMBER OF          PRINCIPAL           LOCKOUT/     BALANCE--YIELD     BALANCE--
    DATE        DATE    MORTGAGE LOANS        BALANCE(1)       DEFEASANCE(2)     MAINTENANCE        OPEN       TOTAL
------------ --------- ---------------- --------------------- --------------- ---------------- -------------- ------

  2/1/2006        6          135           2,051,627,995.27         94.91            5.09            0.00       100
  2/1/2007       18          135           2,040,339,420.25         94.88            5.12            0.00       100
  2/1/2008       30          135           2,026,406,667.74         97.91            2.09            0.00       100
  2/1/2009       42          135           2,009,147,996.92         96.45            3.55            0.00       100
  2/1/2010       54          135           1,989,248,587.89         82.29            3.57           14.14       100
  2/1/2011       66          121           1,433,157,517.51         94.24            5.76            0.00       100
  2/1/2012       78          121           1,411,720,868.39         84.67            5.76            9.58       100
  2/1/2013       90          118           1,176,649,345.47         93.21            6.79            0.00       100
  2/1/2014      102          118           1,152,822,221.40         93.19            6.81            0.00       100
  2/1/2015      114          118           1,127,645,460.70         75.57            6.82           17.61       100
  2/1/2016      126            6              37,676,449.18         82.79            0.00           17.21       100
  2/1/2017      138            5              30,739,966.34        100.00            0.00            0.00       100
  2/1/2018      150            5              30,255,254.14        100.00            0.00            0.00       100
  2/1/2019      162            5              29,741,700.35        100.00            0.00            0.00       100
  2/1/2020      174            5              29,197,586.58         13.32            0.00           86.68       100
</TABLE>

---------------------
(1) Calculated assuming that no mortgage loan prepays, defaults or is
    repurchased prior to stated maturity (except that mortgage loans with
    anticipated repayment dates (ARD loans) are assumed to prepay on their
    anticipated repayment dates). Otherwise calculated based on Modeling
    Assumptions to be described in the prospectus supplement.

(2) Mortgage loans included in this category are locked out from prepayment, but
    may include periods during which defeasance is permitted.


TEN LARGEST MORTGAGE LOANS OR GROUPS OF CROSS-COLLATERALIZED MORTGAGE LOANS
--------------------------------------------------------------------------------
The following table and summaries describe the ten largest mortgage loans or
groups of cross-collateralized mortgage loans in the mortgage pool as measured
by cut-off date principal balance:



<TABLE>

                                                   NUMBER OF
                                                   MORTGAGE
                                                    LOANS/                              SHADOW
                                       MORTGAGE    MORTGAGED      CUT-OFF DATE          RATING
                                         LOAN        REAL           PRINCIPAL        DBRS/FITCH/
              LOAN NAME                 SELLER    PROPERTIES         BALANCE          MOODY'S/(1)
------------------------------------- ---------- ------------ -------------------- ---------------


 Glenbrook Square Mall ..............    MLML          1/1      $ 187,796,150.62         NAP
 Highwoods Portfolio ................    IXIS         1/33      $ 160,000,000.00         NAP
 Financial Square ...................    MLML          1/1      $ 130,000,000.00      A/A+/Baa1
 The Westchester(3) .................    MLML          1/1      $ 100,000,000.00    A(high)/A+/A3
 U-Haul Self Storage
 Portfolios II, III and IV ..........    MLML         3/50      $  86,852,962.64         NAP
 E Walk on the New 42nd Street.......    MLML          1/1      $  77,500,000.00     BBB/A-/Baa2
 Residence Inn Hotel Portfolio 1.....    MLML          1/4      $  50,200,000.00         NAP
 Residence Inn Hotel Portfolio 2.....    MLML          1/4      $  43,490,000.00         NAP
 Equity Lifestyle Portfolio .........     CRF          1/3      $  41,464,993.70         NAP
 San Antonio Portfolio ..............    MLML         1/10      $  39,800,000.00         NAP
                                                      ----      ----------------
 TOTAL ..............................               12/108      $ 917,104,106.96



                                         % OF
                                        INITIAL                                 LOAN
                                       MORTGAGE                               BALANCE              CUT-OFF
                                         POOL       PROPERTY      PROPERTY      PER               DATE LTV
              LOAN NAME                 BALANCE       TYPE         SIZE(2)    SF/UNIT   DSCR(X)   RATIO (%)
------------------------------------- ---------- -------------- ------------ --------- --------- ----------


 Glenbrook Square Mall ..............     9.1        Retail        868,987       216       1.22     70.9
 Highwoods Portfolio ................     7.8        Office      2,008,886        80       1.91     78.8
 Financial Square ...................     6.3        Office      1,030,531       126       2.85     51.4
 The Westchester(3) .................     4.9        Retail        831,841       361       2.55     42.9
 U-Haul Self Storage
 Portfolios II, III and IV ..........     4.2     Self Storage   1,111,736        78       1.45     75.3
 E Walk on the New 42nd Street.......     3.8        Retail        177,394       437       2.41     45.6
 Residence Inn Hotel Portfolio 1.....     2.4      Hospitality         563    89,165       1.52     74.9
 Residence Inn Hotel Portfolio 2.....     2.1      Hospitality         506    85,949       1.49     75.0
 Equity Lifestyle Portfolio .........     2.0     Manufactured       2,087    19,868       1.26     73.8
                                                     Housing
 San Antonio Portfolio ..............     1.9       Mixed Use      498,919        80       1.42     76.7
                                         ----                                              ----     ----
 TOTAL ..............................    44.6%                                            1.88X     65.5%
</TABLE>

---------------------
(1) Dominion Bond Rating Service, Inc., Fitch, Inc. and Moody's Investors
    Service, Inc. have indicated that, in accordance with their respective
    methodologies, the credit characteristics of the related loan(s), are
    consistent with the characteristics of the applicable rated obligation.

(2) Property size is indicated in rooms (for hospitality properties) and square
    feet (for office, industrial, retail and self storage properties).

(3) Such ratios with respect to the Westchester loan combination are based on
    the aggregate indebtedness of the Westchester mortgage loan that will be
    included in the trust and the Westchester pari passu non-trust loan, but
    exclude the Westchester subordinate non-trust loans.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       13


                     [THIS PAGE INTENTIONALLY LEFT BLANK.]


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

GLENBROOK SQUARE MALL

[PHOTO OMITTED]                                                 [PHOTO OMITTED]




                       PROPERTY INFORMATION
 Number of Mortgaged Real Properties                           1
 Location (City/State)                       Fort Wayne, Indiana
 Property Type                                   Anchored Retail
 Size (Square Feet)                                      868,987
 Percentage Occupancy as of June 7, 2005                    93.6%
 Year Built                                                 1966
 Year Renovated                                             1998
 Appraisal Value                                    $265,000,000
 # of Tenants                                                128
 Average Rent Per Square Foot                             $15.20
 Underwritten Occupancy                                     95.1%
 Underwritten Revenues                               $23,165,713
 Underwritten Total Expenses                         $ 7,730,615
 Underwritten Net Operating Income (NOI)             $15,435,099
 Underwritten Net Cash Flow (NCF)                    $14,666,502


                    MORTGAGE LOAN INFORMATION
 Mortgage Loan Seller                                       MLML
 Origination Date                                  June 10, 2005
 Cut-off Date Principal Balance                     $187,796,151
 Cut-off Date Loan Balance Per SF/Unit                      $216
 Percentage of Initial Mortgage Pool Balance                 9.1%
 Number of Mortgage Loans                                      1
 Type of Security (fee/leasehold)                            Fee
 Mortgage Rate                                            4.9139%
 Amortization Type                                       Balloon
 IO Period (Months)                                            0
 Original Term to Maturity/ARD (Months)                       60
 Original Amortization Term (Months)                         360
 Lockbox                                                    Hard
 Cut-off Date LTV Ratio                                     70.9%
 LTV Ratio at Maturity or ARD                               65.3%
 Underwritten DSCR on NOI                                   1.29x
 Underwritten DSCR on NCF                                   1.22x


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       14


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

[MAP OMITTED]




This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       15


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Glenbrook Square Loan") is evidenced by a
promissory note and is secured by a first mortgage encumbering the fee interest
in Glenbrook Square Mall, a two-story enclosed regional mall located in Fort
Wayne, Indiana that contains approximately 1,211,987 square feet, of which
approximately 868,987 square feet are collateral (the "Glenbrook Square
Property"). The Glenbrook Square Loan represents approximately 9.1% of the
initial mortgage pool balance. The Glenbrook Square Loan was originated on June
10, 2005, and has a principal balance of $187,796,151 as of the cut-off date.

The Glenbrook Square Loan has a remaining term of 59 months to its maturity date
of July 1, 2010. The Glenbrook Square Loan does not provide for any
interest-only payments during its loan term. The Glenbrook Square Loan may be
prepaid on or after January 1, 2010 and permits defeasance with United States
government obligations beginning two years after the creation of the
securitization trust.

THE BORROWER. The borrower, GGP-Glenbrook, L.L.C., (the "Glenbrook Square
Borrower"), a Delaware limited liability company, is a single purpose entity.
The Glenbrook Square Borrower, the fee owner of the Glenbrook Square Property,
is indirectly owned by GGPLP, LLC, a Delaware limited liability company. GGPLP,
LLC is 100% owned by GGP Limited Partnership, the operating partnership of
General Growth Properties, Inc. ("GGP"). GGP is a public, Chicago-based real
estate investment trust (a "REIT") primarily engaged in the ownership,
operation, management, leasing, acquisition, development, and expansion of
regional mall and community shopping centers in the United States. GGP is
currently the second largest regional mall REIT in the United States. As of May
2, 2005, GGP has ownership interests in, or management responsibility for, 209
regional shopping malls totaling approximately 200 million square feet of retail
space, as well as ownership in planned community developments and commercial
office buildings. For the year ended December 31, 2004, GGP had total revenues
of $1.8 billion and net income of $267.9 million. As of March 31, 2005, GGP
reported cash liquidity of approximately $45.1 million and total assets of $25.6
billion. As of July 27, 2005, GGP has an equity market capitalization of $10.9
billion square feet.

LOCKBOX. The Glenbrook Square Borrower is required to notify and advise each
tenant under each lease to send directly to the lockbox, all payments of rent or
any other item payable under the related lease. Provided no "lockbox event" has
occurred and be continuing, any and all funds in the lockbox account are
required to be transferred to an account designated by the Glenbrook Square
Borrower on each business day. Upon the occurrence of a "lockbox event", all
amounts on deposit in the lockbox account will be automatically transferred
daily to the cash management account and will be applied daily in the following
order: (a) fund the tax and insurance reserve (provided that reserves for
insurance will not be required as long as GGP maintains a blanket policy), (b)
pay the monthly debt service, (c) fund rollover reserve, (d) fund replacement
reserve, (e) pay any other amounts due to the lender, and (f) provided no event
of default has occurred and be continuing, pay any excess amounts to the
Glenbrook Square Borrower. A "lockbox event" shall occur upon (i) an event of
default or (ii) the DSCR dropping below 1.10x. The DSCR trigger will be cured
upon the DSCR reaching 1.10x or above on a trailing twelve month basis.

THE PROPERTY. The Glenbrook Square Property is a two-story enclosed regional
mall located in Fort Wayne, Indiana that contains approximately 1,211,987 square
feet, of which approximately 868,987 square feet are collateral. The property
has approximately 6,035 parking spaces. Glenbrook Square was originally built in
1966, with expansions or renovations completed in 1976, 1981, 1990, 1994, and
1998. The mall is anchored by L.S. Ayres (242,199 square feet), Sears (221,000
square feet) and JC Penney (191,671 square feet). Sears owns its pad and
improvements. Marshall Field's (122,000 square feet), which also owns its own
pad and improvements, was closed in June 2005.

The following table presents certain information relating to the major tenants
at the Glenbrook Square Property:


                                       TENANT(1)

 TENANT NAME                        PARENT COMPANY             CREDIT RATINGS(2)
                                                                (FITCH/MOODY'S)
 L.S. Ayres(3) ........... The May Department Stores Company       BBB/Baa2
 JC Penney ...............     J.C. Penney Company, Inc.            BB+/Ba1
 H&M .....................        Hennes & Mauritz AB                NR/NR
 Limited .................        Limited Brands Inc.               NR/Baa2
 Abercrombie & Fitch .....      Abercrombie & Fitch Co.              NR/NR
 Express Men .............        Limited Brands Inc.               NR/Baa2
 Finish Line .............          Finish Line Inc.                 NR/NR



                                                        BASE RENT        LEASE
 TENANT NAME                 SQUARE FEET  % OF GLA  PER SQUARE FOOT   EXPIRATION
 L.S. Ayres(3) ...........    242,199       27.9%      $  0.67        1/31/2012
 JC Penney ...............    191,671       22.1%      $  3.54        6/30/2018
 H&M .....................     18,000        2.1%      $ 26.00        1/31/2015
 Limited .................     15,840        1.8%      $ 18.00        1/31/2006
 Abercrombie & Fitch .....     14,874        1.7%      $ 23.00        6/30/2010
 Express Men .............     10,953        1.3%      $ 22.00        1/31/2006
 Finish Line .............     10,356        1.2%      $ 22.00        1/31/2008

---------------------
(1) Information obtained from the Glenbrook Square Borrower's rent roll except
    credit ratings.
(2) Credit ratings are of the parent company whether or not the parent
    guarantees the lease.
(3) L.S. Ayres may be converted into a Macy's in the fall of 2006.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

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

The following table presents certain information relating to the lease rollover
schedule at the Glenbrook Square Property:


                        LEASE ROLLOVER SCHEDULE(1)

                            NUMBER      SQUARE      % OF
                          OF LEASES     FEET        GLA       BASE RENT
            YEAR           EXPIRING   EXPIRING   EXPIRING     EXPIRING
 Vacant ................     NAP       55,626        6.4%       NAP
 Month-to-Month ........      10       24,392        2.8%   $   578,940
 2005 ..................       1          176        0.0%   $    35,004
 2006 ..................      21       90,920       10.5%   $ 2,202,048
 2007 ..................      10       21,950        2.5%   $   629,448
 2008 ..................      21       29,870        3.4%   $ 1,305,516
 2009 ..................       9       25,916        3.0%   $   746,796
 2010 ..................      10       38,864        4.5%   $ 1,110,804
 2011 ..................      15       40,678        4.7%   $ 1,649,028
 2012 ..................      15      285,507       32.9%   $ 1,478,664
 2013 ..................       7       25,163        2.9%   $   743,544
 2014 ..................       2        6,403        0.7%   $   275,652
 2015 ..................       5       30,969        3.6%   $   787,272
 2016 ..................       0            0        0.0%   $         0
 2017 ..................       1          882        0.1%   $   140,004
 2018 ..................       1      191,671       22.1%   $   678,720
------------------------     ---      -------      -----    -----------
 TOTAL .................     128      868,987      100.0%   $12,361,440


<TABLE>

                              % OF     CUMULATIVE    CUMULATIVE    CUMULATIVE    CUMULATIVE %
                          BASE RENT   SQUARE FEET     % OF GLA     BASE RENT    OF BASE RENT
            YEAR           EXPIRING     EXPIRING      EXPIRING      EXPIRING      EXPIRING

 Vacant ................     NAP         55,626          6.4%         NAP           NAP
 Month-to-Month ........      4.7%       80,018          9.2%     $   578,940         4.7%
 2005 ..................      0.3%       80,194          9.2%     $   613,944         5.0%
 2006 ..................     17.8%      171,114         19.7%     $ 2,815,992        22.8%
 2007 ..................      5.1%      193,064         22.2%     $ 3,445,440        27.9%
 2008 ..................     10.6%      222,934         25.7%     $ 4,750,956        38.4%
 2009 ..................      6.0%      248,850         28.6%     $ 5,497,752        44.5%
 2010 ..................      9.0%      287,714         33.1%     $ 6,608,556        53.5%
 2011 ..................     13.3%      328,392         37.8%     $ 8,257,584        66.8%
 2012 ..................     12.0%      613,899         70.6%     $ 9,736,248        78.8%
 2013 ..................      6.0%      639,062         73.5%     $10,479,792        84.8%
 2014 ..................      2.2%      645,465         74.3%     $10,755,444        87.0%
 2015 ..................      6.4%      676,434         77.8%     $11,542,716        93.4%
 2016 ..................      0.0%      676,434         77.8%     $11,542,716        93.4%
 2017 ..................      1.1%      677,316         77.9%     $11,682,720        94.5%
 2018 ..................      5.5%      868,987        100.0%     $12,361,440       100.0%
-------------------------   -----       -------        -----      -----------       -----
 TOTAL .................    100.0%      868,987        100.0%     $12,361,440       100.0%
</TABLE>

THE MARKET(2). The Glenbrook Square Property is located in Allen County within
Fort Wayne, state of Indiana, which is part of the greater Fort Wayne
metropolitan statistical area (MSA). The MSA encompasses a six-county region,
including the Indiana counties of Adams, Allen, DeKalb, Huntington, Wells, and
Whitley. Allen County comprises the central portion of the MSA, containing the
majority of residents and the city of Fort Wayne, Indiana's second largest city
and county seat. The population in the Fort Wayne PMSA changed from 502,141 to
514,681, resulting in a growth of 2.5% between 2000 and 2004. Major economic
drivers and employment sectors in the area are services, retail trade, finance,
construction and manufacturing. Major employers in the city of Fort Wayne
include General Motors Truck Group (auto), Parkview Health System (healthcare),
Lutheran Health Network (healthcare), Verizon Communications, Inc.,
(telecommunications), Lincoln National Corporation (insurance), Shambaugh &
Sons, Inc. (construction/engineering), Sirva-North American Van Lines
(distribution/logistics), ITT Industries, Inc. (technology), Uniroyal Goodrich
Tire Manufacturing (auto) and General Electric Industrial Systems (industrial).

The appraiser estimated that the primary trade area for the Glenbrook Square
Property spans approximately 40 miles. Within the 40-mile radius, there is an
estimated total population of 758,711 as of 2004. The average household income
of the 40-mile trade area is estimated at $55,919.

Based upon the appraiser's survey of competitive properties in the property's
market, an overall weighted average vacancy rate of approximately 3.5% is
estimated for the region. For in-line shop space, the weighted average vacancy
rate is currently about 5.5%. Excluding the secondary competitors from the
survey, an overall weighted average vacancy level of 1.6% is indicated, with
in-line shop space about 4.7%.

---------------------
(1) Information obtained from the Glenbrook Square Borrower's rent roll.
(2) Certain information obtained from a third-party appraisal. The appraisal
    relies upon many assumptions, and no representation is made as to the
    accuracy of the assumptions underlying the appraisal.


This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.

                                       17


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

ESCROWS. The following escrow/reserve accounts have been established with
respect to Glenbrook Square Loan:


Tax Reserves Upon the occurrence of and during the continuance of a lockbox
event, monthly escrows equal to one-twelfth of the annual taxes will be
required.


Insurance Reserves Upon the occurrence of and during the continuance of a
lockbox event, monthly escrows equal to one-twelfth of the insurance premiums
will be required. Nothwithstanding the foregoing, insurance reserves are not
required as long as GGP maintains a blanket policy.


Rollover Reserve Upon the occurrence of and during the continuance of a lockbox
event, monthly escrows equal to $35,821.67 will be required, subject to a
maximum of $429,860 at any given time.


Replacement Reserve Upon the occurrence of and during the continuance of a
lockbox event, monthly escrows equal to $18,192.33 will be required, subject to
a maximum of $218,308 at any given time.


RELEASE PROVISION: The Glenbrook Square Borrower has the right to release one
or more unimproved, non-income producing outlots from the lien of the mortgage
subject to the satisfaction of certain conditions in the loan documents.


PROPERTY MANAGEMENT. The Glenbrook Square Borrower self-manages the Glenbrook
Square Property.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       18


                     [THIS PAGE INTENTIONALLY LEFT BLANK.]


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

HIGHWOODS PORTFOLIO


[PHOTO OMITTED]                                                 [PHOTO OMITTED]






                    PROPERTY INFORMATION
 Number of Mortgaged Real Properties                       33
 Location (City/State)                                Various
 Property Type                                         Office
 Size (Square Feet)                                 2,008,886
 Percentage Occupancy as of Various Occupancy Dates      79.9%
 Year Built                                           Various
 Year Renovated                                       Various
 Appraisal Value                                 $203,030,000
 # of Tenants                                             219
 Average Rent Per Square Foot                          $15.60
 Underwritten Occupancy                                  79.9%
 Underwritten Revenues                            $25,944,840
 Underwritten Total Expenses                       $9,907,785
 Underwritten Net Operating Income (NOI)          $16,037,056
 Underwritten Net Cash Flow (NCF)                 $15,398,916



                  MORTGAGE LOAN INFORMATION
 Mortgage Loan Seller                                    IXIS
 Origination Date                               July 22, 2005
 Cut-off Date Principal Balance                  $160,000,000
 Cut-off Date Loan Balance Per SF/Unit                    $80
 Percentage of Initial Mortgage Pool Balance              7.8%
 Number of Mortgage Loans                                   1
 Type of Security (fee/leasehold)               Fee/Leasehold
 Mortgage Rate                                         4.9590%
 Amortization Type                              Interest Only
 IO Period (Months)                                        60
 Original Term to Maturity/ARD (Months)                    60
 Original Amortization Term (Months)                        0
 Lockbox                                                 Hard
 Cut-off Date LTV Ratio                                  78.8%
 LTV Ratio at Maturity or ARD                            78.8%
 Underwritten DSCR on NOI                                1.99x
 Underwritten DSCR on NCF                                1.91x


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       19


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------



[MAPS OMITTED]





This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       20


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Highwoods Portfolio Loan") as evidenced by the
promissory note (the "Highwoods Note") is secured by a first priority trust,
encumbering certain fee and leasehold interests in thirty-three office buildings
containing 2,008,886 square feet of space located in Tampa, Florida and
Charlotte, North Carolina (the "Highwoods Portfolio Properties").

The Highwoods Portfolio Loan was originated by IXIS Real Estate Capital Inc.
("IXIS") on July 22, 2005. The Highwoods Portfolio Loan represents approximately
7.8% of the initial mortgage pool balance and has a principal balance as of the
cut-off date of $160,000,000. The Highwoods Portfolio Loan has a remaining term
of 60 months and a scheduled maturity date of August 5, 2010. The Highwoods
Portfolio Loan may be prepaid on or after April 5, 2010, and permits defeasance
with United States government obligations beginning two years after the creation
of the securitization trust.

THE BORROWERS. The borrowers are NC Owner LLC, a Delaware limited liability
company and FLA Owner LLC, a Delaware limited liability company (each
individually and collectively, the "Highwoods Portfolio Borrower") that own no
material assets other than the Highwoods Property and related interests. Each
Highwoods Portfolio Borrower is a single purpose entity, with two independent
non-member managers. Each Highwoods Portfolio Borrower is controlled by Capital
Partners, Inc ("Capital Partners") and their equity partners, GEB--AM, a wholly
owned subsidiary of GE Capital Real Estate, Public Sector Pension Investment
Board and Lehman Brothers Real Estate Partners. The sponsor of the loan, Capital
Partners, is an Orlando-based real estate investment and management company
formed in 1999. Capital Partners' three principals, Jim Heistand, Bill Evans and
Troy Cox are all formerly of Highwoods and experienced in the Florida and North
Carolina real estate markets. Capital Partners focuses on acquiring, renovating,
retenanting and selling commercial properties. It owns, manages and leases over
2.4 million square feet of office space in the Jacksonville market.

LOCKBOX. The Highwoods Portfolio Loan requires a hard lockbox with in-place cash
management. At origination, the Highwoods Portfolio Borrower was required to (i)
deposit or cause to be deposited all rents and other income from the Highwoods
Portfolio Property and (ii) direct tenants to send their rental payments to a
lockbox account maintained by Bank of America, N. A. Bank of America, N. A. is
required to sweep (on a daily basis) all funds on deposit in the lockbox account
to a cash management account maintained by LaSalle Bank National Association.
The lockbox account, the cash management account and all subaccounts thereof are
subject to the sole dominion, control and discretion of the lender.

THE PROPERTIES. The portfolio consists of thirty-three office buildings located
in two distinct markets. Thirteen buildings, comprising 722,897 square feet are
located in Tampa, FL and twenty buildings comprising 1,285,989 square feet are
located in Charlotte, NC. The buildings are class A/B+ buildings between 15,000
square feet to 133,259 square feet in size. They were all built between 1971 and
1999 and have been well maintained through ongoing capital improvement programs.
The business parks are surrounded by residential areas, retail and education
centers.

The following table presents certain information relating to the major tenants
at the Highwoods Portfolio Properties:



<TABLE>

                                        TENANT
--------------------------------------------------------------------------------------
                                                                          PARENT
 PROPERTY                                    TENANT NAME                 COMPANY
------------------------------- --------------------------------- --------------------

 St. Paul Building              St. Paul Companies/USF&G           St. Paul Travelers
 Sabal Business Center Seven    Amerisourcebergen Corporation
 Atrium                         Corinthian Colleges, Inc.
 Sabal Business Center Four     Corinthian Colleges, Inc.
 4601 Park Square               General Electric Company (Dark)
 Sabal Park Plaza               Nova Southeastern University
 Parkway Plaza Building Eight   Greenpoint Financial Corp.
 Parkway Plaza Building 14      Ikon Office Solutions, Inc.
 Sabal Business Center Five     Lebhar Friedman, Inc.
 Sabal Lake Building            Time/Warner Retail Sales & Mar      Time Warner, Inc.
 Oak Hill Business Park Twin    Kraft General Foods, Inc.           Kraft Foods, Inc.
 Oak Hill Business Park Twin    Sunbelt Rentals, Inc.




                                       CREDIT                             BASE RENT
                                     RATINGS        SQUARE               PER SQUARE      LEASE
 PROPERTY                        (FITCH/MOODY'S)     FEET     % OF GLA      FOOT      EXPIRATION
------------------------------- ----------------- --------- ----------- ------------ -----------

 St. Paul Building                    A-/A3        80,559      4.0%       $ 15.30     4/30/2008
 Sabal Business Center Seven         BBB-/Ba2      71,054      3.5%       $ 16.44     6/30/2008
 Atrium                               NR/NR        53,990      2.7%       $ 18.54    10/31/2008
 Sabal Business Center Four           NR/NR        49,368      2.5%       $ 12.56     5/31/2011
 4601 Park Square                     NR/Aaa       41,790      2.1%       $ 16.00     6/30/2009
 Sabal Park Plaza                     NR/NR        41,179      2.0%       $ 17.50     1/31/2010
 Parkway Plaza Building Eight         NR/A2        40,615      2.0%       $ 14.50    12/31/2006
 Parkway Plaza Building 14            NR/Ba2       40,279      2.0%       $ 16.29    11/30/2006
 Sabal Business Center Five           NR/NR        39,945      2.0%       $ 17.31     4/30/2006
 Sabal Lake Building                BBB+/Baa1      34,151      1.7%       $ 18.62     7/31/2010
 Oak Hill Business Park Twin         BBB+/A3       30,077      1.5%       $ 15.80     2/28/2010
 Oak Hill Business Park Twin          NR/Ba3       29,039      1.4%       $ 10.23     8/31/2006
</TABLE>

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       21


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

The following table presents certain information relating to the Highwoods
Portfolio Properties:


<TABLE>

                                                             YEAR BUILT/
                 PROPERTY NAME                  LOCATION      RENOVATED     SQUARE FEET

 4601 Park Square ........................ Charlotte, NC     1971/2000        119,086
 Mallard Creek V ......................... Charlotte, NC       1999           117,456
 OakHill Business Park Twin Oak .......... Charlotte, NC       1985            96,933
 OakHill Business Park Water ............. Charlotte, NC       1985            95,367
 Parkway Plaza Building Fourteen ......... Charlotte, NC       1998            91,000
 Parkway Plaza Building Three ............ Charlotte, NC     1985/1999         82,421
 OakHill Business Park Live Oak .......... Charlotte, NC       1989            81,428
 OakHill Business Park Scarlet ........... Charlotte, NC       1981            77,179
 Mallard Creek I ......................... Charlotte, NC     1986/2003         67,352
 Mallard Creek III ....................... Charlotte, NC       1989            60,895
 Pinebrook ............................... Charlotte, NC       1985            60,871
 Parkway Plaza Building One .............. Charlotte, NC     1982/1997         57,917
 OakHill Business Park English ........... Charlotte, NC       1984            54,865
 Parkway Plaza Building Six .............. Charlotte, NC       1996            40,708
 Parkway Plaza Building Eight ............ Charlotte, NC     1986/1998         40,615
 OakHill Business Park Willow ............ Charlotte, NC       1982            36,824
 OakHill Business Park Laurel ............ Charlotte, NC       1983            34,536
 Parkway Plaza Building Eleven(1) ........ Charlotte, NC       1999            32,525
 Parkway Plaza Building Twelve(1) ........ Charlotte, NC       1998            23,011
 Mallard Creek IV ........................ Charlotte, NC       1993            15,000
 Atrium .................................. Tampa, FL           1989           133,259
 St. Paul Building ....................... Tampa, FL           1988            80,559
 Sabal Business Center Seven ............. Tampa, FL           1990            71,054
 Sabal Business Center Five .............. Tampa, FL           1988            60,578
 Registry Two ............................ Tampa, FL           1987            58,781
 Registry One ............................ Tampa, FL           1985            58,319
 Sabal Business Center Four .............. Tampa, FL           1984            49,368
 Sabal Lake Building ..................... Tampa, FL           1986            44,533
 Sabal Park Plaza ........................ Tampa, FL           1987            44,071
 Sabal Business Center One ............... Tampa, FL           1982            41,382
 Sabal Business Center Two ............... Tampa, FL           1984            33,125
 Registry Square ......................... Tampa, FL           1988            26,568
 Sabal Business Center Three ............. Tampa, FL           1984            21,300




                                                 % OF        AVG.                    APPRAISED
                 PROPERTY NAME              SQUARE FEET      RENT      OCCUPANCY       VALUE

 4601 Park Square ........................     5.9%        $ 16.38       80.1%     $10,780,000
 Mallard Creek V .........................     5.8%        $ 18.56       67.0%     $14,980,000
 OakHill Business Park Twin Oak ..........     4.8%        $ 12.80       95.6%     $ 9,200,000
 OakHill Business Park Water .............     4.7%        $ 16.53       68.4%     $ 9,270,000
 Parkway Plaza Building Fourteen .........     4.5%        $ 15.56       93.2%     $ 8,160,000
 Parkway Plaza Building Three ............     4.1%        $ 13.12       68.7%     $ 6,920,000
 OakHill Business Park Live Oak ..........     4.-%        $ 16.99       88.4%     $ 8,750,000
 OakHill Business Park Scarlet ...........     3.8%        $  7.32       72.1%     $ 5,720,000
 Mallard Creek I .........................     3.4%        $ 15.63       78.5%     $ 7,420,000
 Mallard Creek III .......................     3.0%        $ 14.87       36.5%     $ 6,180,000
 Pinebrook ...............................     3.0%        $ 16.83       61.7%     $ 5,810,000
 Parkway Plaza Building One ..............     2.9%        $ 16.07       75.3%     $ 5,490,000
 OakHill Business Park English ...........     2.7%        $ 10.20       35.0%     $ 3,790,000
 Parkway Plaza Building Six ..............     2.0%        $ 16.82       71.6%     $ 3,510,000
 Parkway Plaza Building Eight ............     2.0%        $ 14.50      100.0%     $ 2,600,000
 OakHill Business Park Willow ............     1.8%        $ 17.28       81.6%     $ 3,870,000
 OakHill Business Park Laurel ............     1.7%        $ 15.75       51.0%     $ 3,130,000
 Parkway Plaza Building Eleven(1) ........     1.6%                      35.0%
 Parkway Plaza Building Twelve(1) ........     1.1%                      26.3%
 Mallard Creek IV ........................     0.7%        $ 15.96      100.0%     $ 1,750,000
 Atrium ..................................     6.6%        $ 19.12       94.1%     $16,750,000
 St. Paul Building .......................     4.0%        $ 15.30      100.0%     $10,750,000
 Sabal Business Center Seven .............     3.5%        $ 16.44      100.0%     $ 8,000,000
 Sabal Business Center Five ..............     3.0%        $ 18.06      100.0%     $ 7,900,000
 Registry Two ............................     2.9%        $ 18.28       83.7%     $ 6,550,000
 Registry One ............................     2.9%        $ 18.84       89.6%     $ 6,800,000
 Sabal Business Center Four ..............     2.5%        $ 12.56      100.0%     $ 5,900,000
 Sabal Lake Building .....................     2.2%        $ 18.48      100.0%     $ 4,800,000
 Sabal Park Plaza ........................     2.2%        $ 17.29      100.0%     $ 5,750,000
 Sabal Business Center One ...............     2.1%        $ 10.55       79.9%     $ 4,200,000
 Sabal Business Center Two ...............     1.6%        $ 10.30       85.4%     $ 3,400,000
 Registry Square .........................     1.3%        $ 15.73       72.1%     $ 2,450,000
 Sabal Business Center Three .............     1.1%        $ 15.45      100.0%     $ 2,450,000
</TABLE>

---------------------
(1) Properties have $0 allocated loan balances and the cashflow, rent and values
    have been excluded from the table.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       22


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the Highwoods Properties:


<TABLE>

                       LEASE ROLLOVER SCHEDULE(1,2)

                            NUMBER      SQUARE       % OF
                          OF LEASES      FEET        GLA       BASE RENT
            YEAR           EXPIRING    EXPIRING   EXPIRING     EXPIRING

 Vacant ................    NAP       403,577     20.1%          NAP
 Month-to-Month ........     0           0         0.0%      $         0
 2005 ..................     17        99,269      4.9%      $ 1,135,664
 2006 ..................     42       292,492     14.6%      $ 4,491,808
 2007 ..................     38       156,239      7.8%      $ 2,561,333
 2008 ..................     40       376,687     18.8%      $ 6,089,628
 2009 ..................     35       275,829     13.7%      $ 4,448,289
 2010 ..................     26       296,059     14.7%      $ 5,087,233
 2011 ..................     3         61,486      3.1%      $   778,135
 2012 ..................     4         23,852      1.2%      $   442,961
 2013 ..................     0           0         0.0%      $         0
 2014 ..................     0           0         0.0%      $         0
 2015 ..................     0           0         0.0%      $         0
 Thereafter ............     14        23,396      1.2%      $         0
------------------------    ---      ---------   -----       -----------
 TOTAL .................    219      2,008,886   100.0%      $25,035,052




                              % OF     CUMULATIVE    CUMULATIVE    CUMULATIVE    CUMULATIVE %
                          BASE RENT   SQUARE FEET     % OF GLA     BASE RENT    OF BASE RENT
            YEAR           EXPIRING     EXPIRING      EXPIRING      EXPIRING      EXPIRING

 Vacant ................    NAP        403,577      20.1%             NAP            NAP
 Month-to-Month ........   0.0%        403,577      20.1%         $         0        0.0%
 2005 ..................   4.5%        502,846      25.0%         $ 1,135,664        4.5%
 2006 ..................  17.9%        795,338      39.6%         $ 5,627,472       22.5%
 2007 ..................  10.2%        951,577      47.4%         $ 8,188,805       32.7%
 2008 ..................  24.3%       1,328,264     66.1%         $14,278,433       57.0%
 2009 ..................  17.8%       1,604,093     79.8%         $18,726,723       74.8%
 2010 ..................  20.3%       1,900,152     94.6%         $23,813,956       95.1%
 2011 ..................   3.1%       1,961,638     97.6%         $24,592,091       98.2%
 2012 ..................   1.8%       1,985,490     98.8%         $25,035,052      100.0%
 2013 ..................   0.0%       1,985,490     98.8%         $25,035,052      100.0%
 2014 ..................   0.0%       1,985,490     98.8%         $25,035,052      100.0%
 2015 ..................   0.0%       1,985,490     98.8%         $25,035,052      100.0%
 Thereafter ............   0.0%       2,008,886    100.0%         $25,035,052      100.0%
------------------------ -----        ---------    -----          -----------      -----
 TOTAL ................. 100.0%       2,008,886    100.0%         $25,035,052      100.0%
</TABLE>

THE MARKET(3). The Highwoods Portfolio Properties are located in two distinct
markets: Tampa, Florida and Charlotte, North Carolina.

The Tampa metropolitan statistical area (MSA) is comprised of approximately 2.5
million people and population growth has registered 1.4% per year between 1990
and 2005. The Tampa Bay metropolitan area has an average employment growth rate
of 12.1% over the past 5 year period, with office inventory growth of 7.7% over
the same period. The resulting difference is a positive 4.4%, which is higher
than the 10 largest markets in the United States. The Tampa properties are
located in the I-75 Corridor submarket, a major East Hillsborough suburban
office market which extends from Pasco County to the north through the city of
Brandon to the east, to the town of Rushkin to the south and west to the Tampa
CBD.

All of the Tampa properties are located within Sabal Park, a 1000+ acre
mixed-used development located on Interstate 75, approximately, 6.5 miles east
of downtown Tampa. Currently, Sabal Park has over four million square feet of
existing space, with two million square feet of office space and a mix of
office/service center, hotel, warehouse, and light industrial comprises the
remaining space. The Sabal Park area is located between the employment center
and port area of the city of Tampa to the west and the county's leading
residential growth area of Brandon to the east and south.

The Charlotte MSA is comprised of 1.5 million people and the city of Charlotte
is ranked as the 26th largest in the Unites States with over 614,330 residents.
The population of the Charlotte metropolitan region expanded by 74% over the
past 20 years and by 25.5% throughout the 1990's. Approximately 56% of the U.S.
population is within a 650-mile radius of Charlotte, an area accessible by
24-hour truck delivery or two-hour flight. Charlotte serves as the corporate
headquarters for two of the nation's largest banks, and ranks second only to
New York City as the country's leading financial center with $1.11 trillion in
banking assets.

The Charlotte buildings are located in three distinct sub-markets: I-77
Corridor, Park Road and Northeast/University. The I-77 Corridor submarket
contains 15 buildings with 906,200 square feet, the Park Road submarket
contains one building with 119,086 square feet and the University submarket
contains four buildings with 260,703 square feet. This totals 1,285,989 square
feet across the Charlotte portion of the portfolio.

---------------------
1 Information obtained from borrowers rent roll.
2 The calculation of base rent expiring, % of base rent expiring, cumulative
  base rent expiring and cumulative % of base rent expiring excludes base rent
  from Parkway Plaza Building 11 and Parkway Plaza Building Twelve.
3 Certain information obtained from a third-party appraisal. The appraisal
  relies upon many assumptions, and no representation is made as to the accuracy
  of the assumptions underlying the appraisal.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       23


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

The I-77 Corridor is the largest suburban office submarket in Charlotte and is
second only in size to downtown when comparing all submarkets in the city. The
market has over 5.95 million square feet of multi-tenant office space
representing 18.5% of the overall Charlotte office market. The area has a
well-diversified economy and extensive tenant base. Major relocations to the
area include Microsoft's East Coast Operations Centers (350,000 square feet),
Time Warner Cable (100,000 square feet) and Equifirst (200,000 square feet).
The submarket also includes Fortune 500 companies like USA Today, Kraft Foods,
Hormel Foods, Blue Cross, and Martin Marietta. The submarket has historically
attracted tenants needing convenient access to Charlotte Douglas International
Airport.

The Park Road submarket is the 9th largest submarket in Charlotte with 737,000
square feet. The submarket is adjacent to the SouthPark submarket. In the 4th
quarter 2004 the vacancy rate was 13.0% and average rents of $16.84/square
foot. 119,086 square feet of office space within the Highwoods portfolio is
located within the Park Road submarket, which is 5.9% of the total portfolio
space.

The Northeast/University submarket of Charlotte is the fastest growing corridor
of the city, anchored by the University of North Carolina at Charlotte. The
submarket and the business park (Mallard Creek) offer an excellent location
between both I-85 and I-77 which in fact enables it to lure tenants from the
Northern submarket broadening its potential tenant base. The park caters well
to smaller users seeking a professional office environment yet typically
needing space below 10,000 square feet in size. This offers convenient space
for the numerous supporting businesses of the large corporate users in the
area.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Highwoods Portfolio Property:


                    ESCROWS / RESERVES

  TYPE:                              INITIAL      MONTHLY
  Taxes ........................  $1,147,439    $229,488
  Insurance ....................  $  121,400    $      0
  Immediate Repairs ............  $1,641,515    $      0
  Capital Expenditures .........  $4,758,485    $ 33,481
  Rollover Reserve .............  $9,112,000    $137,500

Capital Expenditures Monthly Reserves: Commencing on the payment date occuring
in July, 2008. The monthly reserve is equal to 1/12th the product of $0.20 and
the aggregate rentable square feet.

Monthly Rollover Reserve: Commencing on the later to occur of the July 2008
payment date or when subaccount is less than $1,650,000.

Ground Rent Reserve: On or prior to each monthly payment date, the Highwoods
Portfolio Loan Borrower will fund into the ground reserve the aggregate rent,
additional rent, and other sums payable under the ground lease.

ADDITIONAL DEBT. In addition to the first mortgage collateral, the $40MM loan is
secured by a guaranty of an affiliate of borrower which guaranty is secured by
an upper tier pledge of 100% of the indirect equity interests in borrower as
well as 100% of the cash flow distributions (after debt service) received from
the properties securing the subject transaction.

RELEASE PROVISIONS. At any time after two (2) years from the closing date
certain parcels may be released provided after giving effect to such release the
Underwritten Debt Service Coverage Ratio shall not be less than 1.45:1, a
partial defeasance of principal in an amount equal to 120% of the allocated loan
amount for such property is made and the amount by which 100% of the net
proceeds exceeds the release price is paid to lender for deposit in the separate
collateral loan deposit account.

SUBSTITUTION PROVISIONS. Prior to the occurrence of the related maturity date
and provided that no event of default shall have occurred and be continuing, a
Highwoods Borrower may obtain a release of the lien of the mortgage encumbering
an individual property (a "Substituted Property") by substituting therefor
another office property of like kind and quality acquired by such Highwoods
Borrower (individually, a "Substitute Property" and collectively, the
"Substitute Properties"), provided that the following conditions precedent among
others are satisfied: (i) the fair market value of the Substitute Property is
not less than the fair market value of the Substituted Property as of the date
immediately preceding the substitution; (ii) after giving effect to the
substitution, the underwritten debt service coverage ratio for the Highwoods
Properties (excluding the Substituted Property and including the Substituted
Property) is not less than the underwritten debt service coverage ratio for the
Highwoods Properties as of the date hereof and as of the date immediately
preceding the substitution; and (iii) no event of default shall have occurred
and be continuing.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       24


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

SEVERANCE PROVISIONS. After September 5, 2006, the lender under the Highwoods
Portfolio Loan is not permitted to unreasonably withhold its consent to not more
than one (1) sale on a Payment Date of such portion of the Highwoods Properties
as shall be designated by the Highwoods Borrower (the "Severed Properties") to a
buyer, and the Highwoods Borrower may obtain a release of the Severed Properties
from the lien of the mortgage to permit the sale of the Severed Properties to
such buyer and an assumption by such Buyer of a portion of the Highwoods Loan
(the "Severed Loan"), upon satisfaction of certain conditions, including,
without limitation, that: (i) the sale of the Severed Properties is pursuant to
an armslength agreement with an independent party (only in connection with a
transaction that is not a recapitalization); (ii) no default or event of default
shall have occurred and be continuing; (iii) the lender will have the right to
approve or disapprove the proposed buyer in its reasonable discretion; (iv)
after giving effect to the severance transaction, the underwritten debt service
coverage ratio of each of the Severed Loan and the Highwoods Portfolio Loan, as
modified, shall be either (a) not less than 1.60:1 or (b) not less than both the
underwritten debt service coverage ratio on the date hereof and immediately
prior to the severance transaction; (v) the gross purchase price for the Severed
Properties shall be not less than the product of (a) the sum of the allocated
loan amounts of all such Severed Properties and (b) 1.25; and(vi) after giving
effect to the severance transaction, the outstanding principal balance of (a)
the Highwoods Portfolio Loan, as modified, and (b) the Severed Loan, shall not
be less than 30% of the outstanding principal balance of the Highwoods Loan
immediately prior to the severance transaction.

PROPERTY MANAGEMENT. The Highwoods Portfolio Property is managed by Capital
Partners pursuant to a property management agreement. The property manager is
entitled to a management fee generally equal to 3% of the gross rental receipts
for the Highwoods Portfolio Property, plus certain incentive fees. The property
manager's rights pursuant to the property management agreement have been
subordinated to all liens and security interests created or to be created for
the benefit of the lender in connection with the Highwoods Portfolio Loan.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       25


                     [THIS PAGE INTENTIONALLY LEFT BLANK.]


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

FINANCIAL SQUARE



[PHOTO OMITTED]                                             [PHOTO OMITTED]








                    PROPERTY INFORMATION
 Number of Mortgaged Real Properties                    1
 Location (City/State)                       New York, NY
 Property Type                                     Office
 Size (Square Feet)                             1,030,531
 Percentage Occupancy as of June 6, 2005             86.0%
 Year Built                                          1987
 Year Renovated                                       NAP
 Appraisal Value                             $253,000,000
 # of Tenants                                          15
 Average Rent Per Square Foot                      $26.03
 Underwritten Occupancy                              86.0%
 Underwritten Revenues                        $40,776,176
 Underwritten Total Expenses                  $20,629,351
 Underwritten Net Operating Income (NOI)      $20,146,825
 Underwritten Net Cash Flow (NCF)             $18,033,965


                    MORTGAGE LOAN INFORMATION
 Mortgage Loan Seller                                    MLML
 Origination Date                                June 7, 2005
 Cut-off Date Principal Balance                  $130,000,000
 Cut-off Date Loan Balance Per SF/Unit                   $126
 Percentage of Initial Mortgage Pool Balance              6.3%
 Number of Mortgage Loans                                   1
 Type of Security (fee/leasehold)                         Fee
 Mortgage Rate                                         4.8060%
 Amortization Type                              Interest Only
 IO Period (Months)                                        84
 Original Term to Maturity/ARD (Months)                    84
 Original Amortization Term (Months)                        0
 Lockbox                                                 Hard
 Cut-off Date LTV Ratio                                  51.4%
 LTV Ratio at Maturity or ARD                            51.4%
 Underwritten DSCR on NOI                                3.18x
 Underwritten DSCR on NCF                                2.85x
 Shadow Rating (DBRS/Fitch/Moody's)                A/A+/Baa1(1)

(1) It has been confirmed by DBRS, Fitch and Moody's, in accordance with their
    respective methodologies that the Financial Square mortgage loan has credit
    characteristics consistent with a A, A+ and Baa1 rated investment grade
    obligation, respectively.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       26


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

[MAP OMITTED]





This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       27


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Financial Square Loan") is evidenced by a
single promissory note secured by a first mortgage encumbering an office
building (the "Financial Square Property") located in New York, New York. The
Financial Square Loan represents approximately 6.3% of the initial mortgage pool
balance.

The Financial Square Loan was originated on June 7, 2005, and has a principal
balance as of the cut-off date of $130,000,000. The Financial Square Loan has a
remaining term of 83 months and a scheduled maturity date of July 1, 2012. The
Financial Square Loan may be prepaid on or after January 1, 2012, and permits
defeasance with United States government obligations beginning two years after
the creation of the securitization trust.

THE BORROWER. The borrowing entity, FSQR, L.P. ("The Financial Square
Borrower"), is a newly formed single purpose limited partnership owned and
controlled directly or indirectly by Paramount Group Real Estate Fund II, L.P.,
which is controlled by Paramount Group, Inc. Paramount Group, Inc. is a
privately owned real estate, acquisition, redevelopment and management firm
based in New York City. It owns and manages office buildings in Manhattan
totaling 8.3 million square feet. Paramount Group, Inc. was founded in 1968 in
Chicago and relocated to New York in 1976. The company is part of a
multi-billion dollar international group of companies, founded by Werner Otto,
comprising real estate, mail order and retail marketing and including such names
as Otto Versand, ECE Projektmanagement and Park Property Management. Paramount
Group, Inc. provides a full range of asset management and property management
services including on-site property management, leasing and marketing,
financing, construction management, long-term asset management, and financial
reporting.

LOCKBOX. The Financial Square loan requires a "Hard Lockbox with Springing Cash
Management". At origination, the Financial Square Borrower was required to
establish a lockbox account, requiring the Financial Square Borrower to direct
the tenants to pay their rents directly to the lockbox account. Each business
day, all funds in the lockbox account are transferred to a cash management
account. Upon the occurrence of and during continuance of a "trigger event,"
funds in the cash management account are applied to (a) if the trigger event is
an event of default, to fund a tax and insurance reserve account, (b) pay
monthly debt service, (c) fund a rollover reserve account as required under the
loan documents, (d) fund a replacement reserve account as required under the
loan documents, and lastly, (e) unless the trigger event is an event of default
under the mortgage loan, pay any excess amount to the Financial Square Borrower.
A "trigger event" shall occur upon (i) an event of default under the loan
documents or (ii) DSCR dropping below 1.20x. If a trigger event is caused by a
DSCR less than 1.20x, it will be deemed cured in the event a DSCR of 1.30x is
achieved as determined by Lender from Borrower's quarterly financial reports.
DSCR shall be defined as the ratio of NOI divided by actual annual debt service
due on the Financial Square Loan. NOI shall be calculated on a trailing 12 month
basis for the purposes of determining whether a "trigger event" has occurred but
on an annualized trailing 3 month period for the purposes of determining whether
a "trigger event" has been cured.

THE PROPERTY. The Financial Square Property consists of a fee simple interest in
a 36-story multi-tenant class A office building with 1,030,531 square feet of
net rentable area on a 42,176 square foot parcel of land. The Financial Square
Property is located at 32 Old Slip, New York, NY, and occupies the entire block
bounded by Front Street, Gouverneur Lane, Old Slip and South Street. The
building was constructed in 1987. The Financial Square Property contains a
private, 108-space, multi-level parking garage beneath the building exclusively
for tenant use.

The following table presents certain information relating to the major tenants
at the Financial Square Property:

                                       TENANT(1)

 TENANT NAME                        PARENT COMPANY          CREDIT RATINGS(2)
                                                            (FITCH/MOODY'S)
 Goldman, Sachs & Co. ..   The Goldman Sachs Group, Inc.        AA-/Aa3
 Goldman, Sachs & Co. ..   The Goldman Sachs Group, Inc.        AA-/Aa3
 Daiwa Securities ......   Daiwa Securities Group, Inc.        BBB+/Baa3
 T.D. Waterhouse(3) ....       Toronto-Dominion Bank            AA-/Aa3
 Frank Crystal & Co.(4)                 N/A                      NR/NR
 The Bank of New York ..   Bank of New York Company, Inc.       AA-/Aa3


                                                        BASE RENT        LEASE
 TENANT NAME               SQUARE FEET    % OF GLA  PER SQUARE FOOT   EXPIRATION
 Goldman, Sachs & Co. ..     162,838        15.8%      $ 33.40        10/15/2010
 Goldman, Sachs & Co. ..      75,600         7.3%      $ 28.61         8/14/2012
 Daiwa Securities ......     147,016        14.3%      $ 27.30         8/31/2010
 T.D. Waterhouse(3) ....     135,066        13.1%      $ 36.44         2/28/2021
 Frank Crystal & Co.(4).      71,084         6.9%      $ 26.16         9/30/2019
 The Bank of New York ..      66,472         6.5%      $ 32.00         1/13/2009

---------------------
(1) Information obtained from the Financial Square Borrower's rent roll except
    credit ratings.
(2) Credit ratings are of the parent company, whether or not the parent
    guarantees the lease.
(3) Tenant will begin occupancy in July 2006.
(4) Tenant has free rent until April 1, 2006.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       28


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the Financial Square Property:

<TABLE>

                       LEASE ROLLOVER SCHEDULE(1,2)

                            NUMBER      SQUARE       % OF
                          OF LEASES      FEET        GLA       BASE RENT
            YEAR           EXPIRING    EXPIRING   EXPIRING     EXPIRING

 Vacant ................    NAP        144,746       14.0%       NAP
 Month-to-Month ........     2             300        0.0%   $     8,910
 2005 ..................     0               0        0.0%   $         0
 2006 ..................     1          21,600        2.1%   $ 1,036,800
 2007 ..................     2          17,819        1.7%   $   423,651
 2008 ..................     2          89,207        8.7%   $ 2,578,816
 2009 ..................     1          66,472        6.5%   $ 2,127,104
 2010 ..................     2         309,854       30.1%   $ 9,452,702
 2011 ..................     0               0        0.0%   $         0
 2012 ..................     2          90,796        8.8%   $ 2,497,012
 2013 ..................     0               0        0.0%   $         0
 2014 ..................     1          17,791        1.7%   $   569,312
 2015 ..................     0               0        0.0%   $         0
 Thereafter ............     3         271,946       26.4%   $ 4,359,805
------------------------     --      ---------      -----    -----------
 TOTAL .................     16      1,030,531      100.0%   $23,054,112




                              % OF     CUMULATIVE    CUMULATIVE    CUMULATIVE    CUMULATIVE %
                          BASE RENT   SQUARE FEET     % OF GLA     BASE RENT    OF BASE RENT
            YEAR           EXPIRING     EXPIRING      EXPIRING      EXPIRING      EXPIRING

 Vacant ................     NAP         144,746        14.0%         NAP            NAP
 Month-to-Month ........      0.0%       145,046        14.1%     $     8,910       0.0%
 2005 ..................      0.0%       145,046        14.1%     $     8,910       0.0%
 2006 ..................      4.5%       166,646        16.2%     $ 1,045,710       4.5%
 2007 ..................      1.8%       184,465        17.9%     $ 1,469,361       6.4%
 2008 ..................     11.2%       273,672        26.6%     $ 4,048,177      17.6%
 2009 ..................      9.2%       340,144        33.0%     $ 6,175,281      26.8%
 2010 ..................     41.0%       649,998        63.1%     $15,627,983      67.8%
 2011 ..................      0.0%       649,998        63.1%     $15,627,983      67.8%
 2012 ..................     10.8%       740,794        71.9%     $18,124,995      78.6%
 2013 ..................      0.0%       740,794        71.9%     $18,124,995      78.6%
 2014 ..................      2.5%       758,585        73.6%     $18,694,307      81.1%
 2015 ..................      0.0%       758,585        73.6%     $18,694,307      81.1%
 Thereafter ............     18.9%     1,030,531       100.0%     $23,054,112     100.0%
-------------------------   -----      ----------      -----      -----------    ------
 TOTAL .................    100.0%     1,030,531       100.0%     $23,054,112     100.0%
</TABLE>

THE MARKET(3).The Financial Square Property is located in the downtown financial
east office submarket, which has an estimated Class A inventory of 23,615,392
square feet. The direct weighted average rent for similar properties is $37.17
per square foot. The Financial East Submarket as of the first quarter of 2005,
has a direct vacancy rate of 9.9%.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Financial Square Loan:

                  ESCROWS / RESERVES

  TYPE:                             INITIAL     MONTHLY
  Replacement Reserve .........  $        0    $17,176
  Free Rent Reserve ...........  $3,325,000    $     0
  TI/LC Reserve ...............  $4,306,729    $     0

Taxes and Insurance: Springing on an event of default.

Replacement Reserve: A replacement reserve of $0.20 per-square-foot per annum
(up to a cap of $200,000) will be funded monthly into the Replacement Reserve
Account. Amounts on deposit in the Replacement Reserve Account will be
available to the Financial Square Borrower for reimbursement of capital
expenditures incurred.

Free Rent Reserve: At closing, the Financial Square Borrower deposited into a
reserve account (the "Free Rent Reserve Account") an amount equal to $3,325,000
for the TD Waterhouse and Frank Crystal leases, which amount shall be reduced
monthly on a straight line basis.

Rollover Reserves: No ongoing Rollover Reserve shall be required unless the
Financial Square Borrower fails to receive notice that Goldman Sachs and/or
Daiwa have renewed their leases on terms comparable to the existing leases by
the earlier to occur of the notice date under the applicable lease or 18 months
prior to the lease termination date (the "Rollover Reserve Start Date").
Commencing on the Rollover Reserve Start Date, if any, the Financial Square
Borrower shall be required to deposit on a monthly basis $180,000 up to a
maximum of $3,240,000 if Goldman Sachs has not renewed and $163,000 up to a
maximum of $2,934,000 if Daiwa has not renewed into a reserve account (the
"Rollover Reserve Account"). Amounts on deposit in the Rollover Reserve Account
will be available to the Financial Square Borrower for reimbursement of actual
costs of tenant improvements and leasing commissions related to the re-leasing
of the Goldman Sachs and Daiwa space.

Landlord TI/LC Reserve: At closing the Financial Square Borrower escrowed
$4,306,729 for certain unfunded tenant improvements and leasing commissions.

---------------------
(1) Information obtained from the Financial Square Borrower's rent roll.
(2) TD Waterhouse will begin occupancy in July 2006.
(3) Certain information obtained from a third-party appraisal. The appraisal
    relies upon many assumptions, and no representation is made as to the
    accuracy of the assumptions underlying the appraisal.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       29


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

ADDITIONAL DEBT. Up to $10,000,000 in mezzanine financing may be permitted in
the future, to be secured by partnership interests in the Financial Square
Borrower. Subordinate debt will be subject to a maximum loan-to-value of 60%
and a debt service coverage ratio of no less than 1.20x.

PROPERTY MANAGEMENT. The property manager for the Financial Square Property is
the Paramount Group, Inc., which is an affiliate of the Financial Square
Borrower, L.P. Established in 1968, Paramount Group Inc.'s asset management
skills include leasing, finance, and both acquisition and disposition. The
company currently owns and manages ten office buildings in Manhattan, totaling
8.3 million square feet. Cushman and Wakefield has been retained for the
leasing of the existing vacant space which totals approximately 145,000 square
feet.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       30


                     [THIS PAGE INTENTIONALLY LEFT BLANK.]


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

THE WESTCHESTER



[PHOTO OMITTED]                                                 [PHOTO OMITTED]





                     PROPERTY INFORMATION
 Number of Mortgaged Real Properties                     1
 Location (City/State)                    White Plains, NY
 Property Type                             Anchored Retail
 Size (Square Feet)                                831,841
 Percentage Occupancy as of May 19, 2005              97.0%
 Year Built                                           1995
 Year Renovated                                        NAP
 Appraisal Value                              $700,000,000
 # of Tenants                                          140
 Average Rent Per Square Foot                       $32.46
 Underwritten Occupancy                               95.0%(1)
 Underwritten Revenues                         $54,731,010
 Underwritten Total Expenses                   $17,228,319
 Underwritten Net Operating Income (NOI)       $37,502,691
 Underwritten Net Cash Flow (NCF)              $36,436,269



                     MORTGAGE LOAN INFORMATION
 Mortgage Loan Seller                                  MLML
 Origination Date                              June 1, 2005
 Cut-off Date Principal Balance                $100,000,000
 Cut-off Date Loan Balance Per SF                    $361(2)
 Percentage of Initial Mortgage Pool Balance            4.9%
 Number of Mortgage Loans                                 1
 Type of Security (fee/leasehold)             Fee/Leasehold
 Mortgage Rate                                       4.6901%
 Amortization Type                            Interest Only
 IO Period (Months)                                      60
 Original Term to Maturity/ARD (Months)                  60
 Original Amortization Term (Months)                      0
 Lockbox                                               Hard
 Cut-off Date LTV Ratio                           42.9%(2,3)
 LTV Ratio at Maturity or ARD                     42.9%(2,4)
 Underwritten DSCR on NOI                         2.63x(2,5)
 Underwritten DSCR on NCF                         2.55x(2,6)
 Shadow Rating (DBRS/Fitch/Moody's)         A(high)/A+/A3(7)

---------------------
(1) Represents in-line occupancy only. The anchors, Nordstrom and Neiman Marcus,
    were underwritten at 100% occupancy given their respective credit rating.
(2) Based on the aggregate principal balance of the Westchester mortgage loan
    and the ($200,000,000) Westchester pari passu non-trust loan evidencing the
    Westchester loan combination, but excluding the related $60 million, $50
    million and $90 million subordinate non-trust loans.
(3) If the subordinate non-trust loans had been included in the calculation, the
    resulting Cut-off Date LTV Ratio would have been 71.4%.
(4) If the subordinate non-trust loans had been included in the calculation, the
    resulting LTV Ratio at maturity or ARD would have been 71.4%.
(5) If the subordinate non-trust loans had been included in the calculation, the
    resulting Underwritten DSCR on NOI would have been 1.52x.
(6) If the subordinate non-trust loans had been included in the calculation, the
    resulting Underwritten DSCR on NCF would have been 1.48x.
(7) It has been confirmed by DBRS, Fitch and Moody's in accordance with their
    respective methodologies that The Westchester mortgage loan has credit
    characteristics consistent with an A(high), A+ and A3 rated investment grade
    obligation, respectively.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       31


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------




[MAP OMITTED]




This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       32


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan ("The Westchester Loan") is evidenced by one (1) of
multiple promissory notes secured by a first mortgage encumbering a class A
regional mall located in White Plains, New York (" The Westchester Property").
The Westchester Loan has a principal balance of $100,000,000 as of the cut-off
date and represents approximately 4.9% of the initial mortgage pool balance and
is shadow-rated A(high), A+ and A3, by DBRS, Fitch and Moody's respectively. The
Westchester Loan was originated on June 1, 2005, and has a remaining term of 58
months to its maturity date of June 1, 2010. The Westchester Loan provides for
58 months of interest only payments during its remaining loan term. The
Westchester Loan may be prepaid on or after September 1, 2009 and permits
defeasance with United States government obligations beginning two years after
the creation of the securitization trust.

One of the multiple promissory notes, which has a principal balance of
$200,000,000 as of the cut-off date, is pari passu in right of payment and in
other respects to The Westchester Loan and has the same interest rate, maturity
date and amortization term as The Westchester Loan and is held outside the
trust. The other notes (which fall into three (3) tiers of priority -- a "B
note" tier, a "C note" tier and a "D note" tier, which have principal balances
of $60,000,000, $50,000,000 and $90,000,000, respectively, as of the cut-off
date) are subordinate in right of payment and in other respects to The
Westchester Loan and The Westchester pari passu non-trust loan.

THE BORROWER. The borrower, Westchester Mall, LLC ("The Westchester Borrower"),
a Delaware limited liability company, is a single purpose entity and controlled
indirectly by Simon Property Group, L.P. (NYSE: "SPG") (rated "BBB" by Fitch
and "Baa2" by Moody's), which has an indirect 40% ownership interest in The
Westchester Borrower. Institutional Mall Investors, LLC ("IMI") also has an
indirect 40% ownership interest in The Westchester Borrower. California Public
Employees' Retirement System ("CalPERS") has approximately 99% ownership
interest in IMI.

SPG is an Indianapolis-based real estate investment trust primarily engaged in
the ownership, operation, leasing, management, acquisition, expansion and
development of primarily regional malls and community shopping centers. SPG is
the largest publicly traded retail real estate company in North America with a
total equity market capitalization of approximately $14 billion as of April 23,
2005. As of December 31, 2004, SPG owned or held an interest in 296
income-producing properties in the United States, which consisted of 171
regional malls, 71 community shopping centers, 31 premium outlet centers and 23
other properties in 40 states and Puerto Rico. In addition, SPG also own
interests in twelve parcels of land held in the United States for future
development and have ownership interests in 51 European shopping centers
(located in France, Italy, Poland and Portugal); five premium outlet centers in
Japan; one premium outlet center in Mexico; and one shopping center in Canada.
For the year ended December 31, 2004, SPG had total revenues of $2.7 billion
and net income of $449.9 million.

CalPERS provides retirement and health benefits to more than 1.4 million public
employees, retirees, and their families and more than 2,500 employers. With
$184.6 billion in assets under management, CalPERS is one of the world's
largest financial services organizations. As of February 28, 2005, CalPERS'
total real estate investments have an estimated value of $11.4 billion.

LOCKBOX. The Westchester Loan requires a "Hard Lockbox with Springing Cash
Management". The Westchester Borrower is required to instruct all tenants to
make their monthly rental payments directly into a bank account acceptable to
and for the benefit of the lender (the "Lockbox Account"). The lender will
receive a first priority pledge of the Lockbox Account as additional security
for The Westchester Loan. All sums deposited in the Lockbox Account is
transferred to the Westchester Borrower on each business day. Cash management
is triggered upon the occurrence of either of the following events (each a
"Cash Management Trigger Event") (i) an event of default under the loan
documents or (ii) net operating income for the trailing four calendar quarters
as of the end of any two consecutive calendar quarters have decreased to less
than $27,101,250.00 (an "NOI Trigger Event"). Following a Cash Management
Trigger Event, all amounts on deposit in the Lockbox Account will be
transferred on a weekly basis to a lender-controlled account (the "Cash
Management Account") and will be disbursed by the lender in accordance with the
payment priorities set forth in the related mortgage loan documents. A Cash
Management Trigger Event due to an NOI Trigger Event will be terminated: (i) if
the net operating income from The Westchester Property certified by The
Westchester Borrower in its quarterly financial statements is such that the net
operating income for the trailing four calendar quarters as of the end of any
two consecutive calendar quarters have increased to an amount equal to or
greater than $27,101,250.00, or (ii) if The Westchester Loan is paid in full or
defeased in accordance with the loan documents.

THE PROPERTY. Constructed in 1995, The Westchester Property is a three-story
upscale regional mall with approximately 831,000 square feet of net rentable
space located in White Plains, Westchester County, New York. The Westchester
Property is anchored by Nordstrom and Neiman Marcus. Major tenants include
Crate & Barrel, Brooks Brothers, Restoration Hardware, Fye, Victoria's Secret,
Pottery Barn, Banana Republic, Abercrombie & Fitch and Anthropologie.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       33


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

The following table presents certain information relating to the major tenants
at The Westchester Property.



<TABLE>

                                                       TENANT INFORMATION(1)

                                                               CREDIT RATINGS    SQUARE      % OF        BASE RENT        LEASE
          TENANT NAME                  PARENT COMPANY        (FITCH/MOODY'S)(2)   FEET       GLA     PER SQUARE FOOT   EXPIRATION

 Nordstrom(3) .............         Nordstrom, Inc.               A-/Baa1      206,197      24.8%         NAP         3/31/ 2035
 Neiman Marcus ............  The Neiman Marcus Group, Inc.        NR/Baa2      143,196      17.2%       $  6.54        1/21/2017
 Crate & Barrel ...........     Euromarket Designs Inc.            NR/NR        32,591       3.9%       $ 27.00        1/31/2011
 Brooks Brothers ..........   Retail Brand Alliance, Inc.          NR/NR        12,363       1.5%       $ 48.81       3/31/ 2010
 Restoration Hardware .....    Restoration Hardware, Inc.          NR/NR        10,500       1.3%       $ 33.00        8/31/2010
 Victoria's Secret ........       Limited Brands, Inc.            NR/Baa2       10,000       1.2%       $ 55.00        1/31/2015
</TABLE>

The following table presents certain information relating to the lease rollover
schedule at The Westchester Property.



<TABLE>

                      LEASE ROLLOVER SCHEDULE(4)

                        NUMBER      SQUARE      % OF
                      OF LEASES     FEET        GLA       BASE RENT
          YEAR         EXPIRING   EXPIRING   EXPIRING     EXPIRING

 Vacant ............     NAP       15,019     1.8%           NAP
 Month-to-Month.....       0            0     0.0%      $         0
 2005 ..............       8       10,026     1.2%      $   739,321
 2006 ..............      12       20,742     2.5%      $ 1,448,886
 2007 ..............      14       77,418     9.3%      $ 3,683,234
 2008 ..............       9       30,990     3.7%      $ 1,369,449
 2009 ..............       4       10,429     1.3%      $   494,250
 2010 ..............      19       75,763     9.1%      $ 3,798,822
 2011 ..............      12       68,776     8.3%      $ 2,812,186
 2012 ..............       8       27,225     3.3%      $ 1,367,686
 2013 ..............       6       14,055     1.7%      $   931,029
 2014 ..............       8       15,983     1.9%      $   974,595
 2015 ..............      33       93,625    11.3%      $ 6,536,481
 2016 ..............       7       15,097     1.8%      $ 1,139,443
 2017 ..............       1      143,196    17.2%      $   936,504
 Thereafter ........       2      213,497    25.7%      $   284,700
--------------------     ---      -------   -----       -----------
 TOTAL .............     143      831,841   100.0%      $26,516,585




                       % OF BASE    CUMULATIVE    CUMULATIVE    CUMULATIVE    CUMULATIVE %
                         RENT      SQUARE FEET     % OF GLA     BASE RENT    OF BASE RENT
          YEAR         EXPIRING      EXPIRING      EXPIRING      EXPIRING      EXPIRING

 Vacant ............      NAP         15,019          1.8%         NAP              NAP
 Month-to-Month.....      0.0%        15,019          1.8%     $         0         0.0%
 2005 ..............      2.8%        25,045          3.0%     $   739,321         2.8%
 2006 ..............      5.5%        45,787          5.5%     $ 2,188,207         8.3%
 2007 ..............     13.9%       123,205         14.8%     $ 5,871,441        22.1%
 2008 ..............      5.2%       154,195         18.5%     $ 7,240,890        27.3%
 2009 ..............      1.9%       164,624         19.8%     $ 7,735,140        29.2%
 2010 ..............     14.3%       240,387         28.9%     $11,533,962        43.5%
 2011 ..............     10.6%       309,163         37.2%     $14,346,148        54.1%
 2012 ..............      5.2%       336,388         40.4%     $15,713,834        59.3%
 2013 ..............      3.5%       350,443         42.1%     $16,644,863        62.8%
 2014 ..............      3.7%       366,426         44.1%     $17,619,458        66.4%
 2015 ..............     24.7%       460,051         55.3%     $24,155,939        91.1%
 2016 ..............      4.3%       475,148         57.1%     $25,295,381        95.4%
 2017 ..............      3.5%       618,344         74.3%     $26,231,885        98.9%
 Thereafter ........      1.1%       831,841        100.0%     $26,516,585       100.0%
--------------------    -----        -------        -----      -----------      ------
 TOTAL .............    100.0%       831,841        100.0%     $26,516,585       100.0%
</TABLE>

---------------------
(1) Information obtained from The Westchester Borrower's rent roll except credit
    ratings.
(2) Credit ratings are of the parent company whether or not the parent
    guarantees the lease.
(3) In lieu of base rent, Nordstrom pays a percentage of gross annual sales for
    rent.
(4) Information obtained from underwritten rent roll and makes certain leasing
    assumptions.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       34


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE MARKET(1). The Westchester Property is located in the city of White Plains,
Westchester County, New York. White Plains is situated in lower-central
Westchester County and comprises a total of 9.6 square miles and is the fourth
largest city, by population, within the county. It is bordered to the west by
the Town of Greenburgh, to the north by the towns of North Castle and Harrison,
to the east by the town of Harrison, and to the south by the Village of
Scarsdale. White Plains is the county seat for Westchester County and the
central business district contains over 4.5 million square feet of class "A"
office space. Westchester County is home to numerous major corporations
including the headquarters offices of International Business Machines, PepsiCo,
ITT Industries and Starwood Hotels & Resorts.

The 2004 estimated population within a 5, 10, and 15 mile radius is 203,271,
765,164, and 2,329,045, respectively. The 2004 estimated average household
income within a 5, 10, 15 mile radius is $135,315, $114,786 and $86,638,
respectively.

ESCROWS. The following escrow/reserve accounts have been established with
respect to The Westchester Loan:

Replacement, Tax and Insurance Reserves. Replacement, tax and insurance are
required upon the occurrence of a NOI Trigger Event until the termination
thereof. The Westchester Borrower is permitted pursuant to the loan documents to
provide a guaranty by SPG or IMI in lieu of making the deposits.

ADDITIONAL DEBT. The Westchester Borrower is also the borrower under additional
loans which are part of a non-serviced loan combination. The unpaid principal
balance of the Westchester pari passu non-trust loan is $200,000,000 and the
unpaid principal balances of the other loans, which fall into three (3) tiers of
priority -- a "B note" tier, a "C Note" tier and a "D note" tier, are aggregated
by tier $60,000,000, $50,000,000 and $90,000,000, respectively.

PROPERTY MANAGEMENT. Simon Management Associates, LLC, a Delaware limited
liability company ("SMA"), an affiliate of The Westchester Borrower, manages The
Westchester Property. Headquartered in Indianapolis, Indiana. SMA is a wholly
owned subsidiary of SPG. SMA provides day-to-day property management functions
including leasing, management and development services to most of the SPG
properties.

---------------------
(1) Certain information obtained from a third-party appraisal. The appraisal
    relies upon many assumptions, and no representation is made as to the
    accuracy of the assumptions underlying the appraisal.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       35


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U-HAUL (Copyright)  SELF STORAGE PORTFOLIOS II, III AND IV




[PHOTO OMITTED]                                               [PHOTO OMITTED]






                      PROPERTY INFORMATION
 Number of Mortgaged Real Properties                           50
 Location (City/State)                                  See Table
 Property Type                                       Self Storage
 Size (Square Feet)                                     1,111,736
 Percentage Occupancy as of March 31, 2005                   83.1%(1)
 Year Built                                             See Table
 Year Renovated                                         See Table
 Appraisal Value                                     $115,333,000
 Average Monthly Rent Per Unit                             $76.07
 Underwritten Occupancy                                      83.4%
 Underwritten Revenues                                $14,057,832
 Underwritten Total Expenses                           $4,492,349
 Underwritten Net Operating Income (NOI)               $9,565,478
 Underwritten Net Cash Flow (NCF)                      $9,454,305





                    MORTGAGE LOAN INFORMATION
 Mortgage Loan Seller                                        MLML
 Origination Date                                    June 8, 2005
 Cut-off Date Principal Balance                       $86,852,963
 Cut-off Date Loan Balance Per SF/Unit                        $78
 Percentage of Initial Mortgage Pool Balance                  4.2%
 Number of Mortgage Loans                                       3
 Type of Security (fee/leasehold)                             Fee
 Mortgage Rate                                             5.6820%
 Amortization Type                                        Balloon
 IO Period (Months)                                             0
 Original Term to Maturity/ARD (Months)                       120
 Original Amortization Term (Months)                          300
 Lockbox                                                     Soft
 Cut-off Date LTV Ratio                                      75.3%
 LTV Ratio at Maturity or ARD                                57.8%
 Underwritten DSCR on NOI                                    1.47x
 Underwritten DSCR on NCF                                    1.45x

---------------------
(1) Occupancy reflects the weighted average for the U-Haul (Copyright) Self
    Storage Portfolio II, III and IV Properties (hereafter defined) by square
    footage.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       36


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

[MAP OMITTED]





This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       37


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

THE LOANS. The mortgage loans (collectively, the "U-Haul (Copyright) Self
Storage Portfolio II, III and IV Loans") are evidenced by three
cross-collateralized and cross-defaulted promissory notes secured by first
mortgages encumbering 50 U-Haul (Copyright) self storage properties (the "U-Haul
(Copyright) Self Storage Portfolio II, III and IV Properties"). The table below
provides specific information about the U-Haul (Copyright) Self Storage
Portfolio II, III and IV Properties. The U-Haul (Copyright) Self Storage
Portfolio II, III and IV Loans represent approximately 4.2% of the initial
mortgage pool balance.

The U-Haul (Copyright) Self Storage Portfolio II, III and IV Loans were
originated on June 8, 2005 and have an aggregate principal balance as of the
cut-off date of $86,852,963. The U-Haul (Copyright) Self Storage Portfolio II,
III and IV Loans have a remaining term of 119 months to its maturity date of
July 1, 2015. The U-Haul (Copyright) Self Storage Portfolio II, III and IV Loans
may be prepaid on or after January 1, 2015, and permit defeasance with United
States government obligations beginning two years after the creation of the
securitization trust.

THE BORROWERS. One set of co-borrowers is associated with each of the three
promissory notes comprising the U-Haul (Copyright) Self Storage Portfolio II,
III and IV Loans: AREC 3, LLC and UHIL 3, LLC, AREC 5, LLC and UHIL 5, LLC and
AREC 6, LLC and UHIL 6, LLC (collectively, the "U-Haul (Copyright) Self Storage
Portfolio II, III and IV Borrowers"). Each of these entities is a single-purpose
Delaware limited liability company. AREC Holdings, LLC owns 100% of the
beneficial interests in AREC 3, LLC, AREC 5, LLC, and AREC 6, LLC. AREC
Holdings, LLC is wholly owned by AMERCO Real Estate Company, which, in turn, is
a wholly-owned subsidiary of AMERCO, Inc. (NasdaqNM: UHAL / NYSE: AO+PA). The
properties are net leased to UHIL 3, LLC, UHIL 5, LLC, and UHIL 6, LLC (the
"Lessees"), and the Lessees are co-borrowers under the U-Haul (Copyright) Self
Storage Portfolio II, III and IV Loan. UHI Lease Holdings, LLC owns 100% of the
beneficial interest in Lessees. UHI Lease Holdings, LLC is wholly owned by
U-Haul (Copyright) International, Inc., which in turn is a wholly owned
subsidiary of AMERCO, Inc. An employee of CSC Entity Services, LLC serves as the
independent director for the U-Haul (Copyright) Self Storage Portfolio II, III
and IV Borrowers and Lessees.

AMERCO Real Estate Company, U-Haul (Copyright) Company of Florida, and AMERCO
Real Estate Company of Texas serve as the indemnitors for the U-Haul (Copyright)
Self Storage Portfolio II, III and IV Loans. As stated above, AMERCO Real Estate
Company is a wholly owned subsidiary of AMERCO, Inc. AMERCO Real Estate Company
reported total assets of $508 million as of December 31, 2004. Total liabilities
were reported at $260 million, resulting in shareholder's equity of $249
million. AMERCO Real Estate Company reported cash and cash equivalents of $4
million. AMERCO Real Estate Company generated total revenues of $52 million for
the nine months ended December 31, 2004, and net earnings of $10 million.

AMERCO and its wholly owned subsidiary AMERCO Real Estate Company filed
petitions for relief under Chapter 11 on June 20, 2003 and August 13, 2003,
respectively. The Chapter 11 filings resulted from an accounting
reclassification, which adversely affected AMERCO's ability to renegotiate a
$400 million credit facility in June 2002. Consequently, AMERCO was unable to
complete a $275 million bond offering, and therefore defaulted on a $100 million
debt. A Plan of Reorganization was confirmed on February 25, 2004 calling for
the full restoration of AMERCO's equity. On March 14, 2004, AMERCO emerged from
Chapter 11 protection and entered into a $550 million exit financing credit
facility. AMERCO's largest subsidiary, U-Haul (Copyright) International, Inc.
(an additional indemnitor for the U-Haul (Copyright) Self Storage Portfolio II,
III and IV Loans as discussed below), did not file for Chapter 11 protection.

U-Haul (Copyright) International, Inc. serves as an additional indemnitor for
the U-Haul (Copyright) Self Storage Portfolio II, III and IV Loans with respect
to environmental matters only. U-Haul (Copyright) International, Inc. is also a
wholly owned subsidiary of AMERCO, Inc. U-Haul (Copyright) International, Inc.
reported total assets of $1.545 billion, total liabilities of $824 million, and
shareholder's equity of $720 million as of December 31, 2004. The subsidiary
reported cash and cash equivalents of $54 million. For the nine months ended
December 31, 2004, U-Haul (Copyright) International, Inc. generated total
revenues of $1.385 billion and net earnings of $104 million.

LOCKBOX. A cash management account was established at closing in the joint names
of the Lessees and the lender wherein all income from the properties is
deposited. Prior to a trigger event, the U-Haul (Copyright) Self Storage
Portfolio II, III and IV Borrowers will have access to funds in the cash
management account after payment of debt service. After a trigger event, funds
in the cash management account will be swept to a central account maintained and
controlled by the lender. A trigger event will occur upon an event of default or
if the debt service coverage ratio falls below 1.15x on an actual trailing
12-month basis.

The U-Haul (Copyright) Self Storage Portfolio II, III and IV Properties produce
significant income from business lines other than self storage rental. These
business lines include U-Haul (Copyright) truck / trailer rentals, trailer hitch
installation, propane sales, and sales of moving and storage products including
boxes, tape, and padlocks. For purposes of determining the net cash flow and
debt service coverage ratio of the U-Haul (Copyright) Self Storage Portfolio II,
III and IV Loans, the majority of this ancillary non-storage income was
excluded. However, this ancillary income flows through the cash management
account and is available for debt service. The actual trailing 12-month net cash
flow from the U-Haul (Copyright) Self Storage Portfolio II, III and IV
Properties totals $12,871,800, which translates to a 1.97x debt service coverage
ratio for the U-Haul (Copyright) Self Storage Portfolio II, III and IV Loans.

THE PROPERTIES. The U-Haul (Copyright) Self Storage Portfolio II, III and IV
Loans are secured by 50 U-Haul (Copyright) self storage properties totaling
14,725 self storage units and 1,111,736 net rentable square feet. The U-Haul
(Copyright) Self Storage Portfolio II, III and IV Properties are located in 26
states across the U.S. The U-Haul (Copyright) Self Storage Portfolio II, III and
IV Properties average 295 self storage units per location (ranging from 61 to
2,649 units) with an average unit size of 75 rentable square feet. The largest
state concentrations are represented by New York, with two properties totaling
2,992 units (20.3% of total units); Texas, with seven properties totaling 1,630
units (11.1% of total units); and Pennsylvania, with six properties totaling
1,170 units (7.9% of total units). No other state represents more than 7.5% of
the portfolio by unit count or square footage. Typical construction consists of
either metal or concrete block framing on concrete slab foundations, with
pitched, corrugated metal roofs. Exterior-access storage units generally have
roll-up aluminum or metal doors. Interior-access storage units, some of which
are climate-controlled, are either located within the main retail / office
building, or in separate buildings built or converted specifically for
interior-access storage. Approximately 14.2% of the units in the U-Haul
(Copyright) Self Storage Portfolio II, III and IV Properties are
climate-controlled. Some U-Haul (Copyright) Self Storage Portfolio II, III and
IV Properties also have an apartment for an on-site manager. As of March 31,
2005, the U-Haul (Copyright) Self Storage Portfolio II, III and IV Properties
were 83.1% occupied.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       38


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
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The following table presents certain information regarding the U-Haul
(Copyright)  Self Storage Portfolio II, III and IV Properties:




<TABLE>

               U-HAUL (Copyright)  SELF STORAGE PORTFOLIO II, III AND IV PROPERTIES

                                                         SELF
                                         APPROXIMATE   STORAGE    % OF TOTAL SELF
                                        YEAR BUILT /    SQUARE    STORAGE SQUARE     SELF STORAGE
  U-HAUL (Copyright)  CENTER LOCATION     RENOVATED      FEET          FEET             UNITS

 Brooklyn, New York                        1931        147,520          13.3%          2,649
 Houston, Texas                            1999         44,138           4.0%           537
 Springdale, Arkansas                      1970         42,650           3.8%           553
 Jacksonville, Florida                   1958/1984      42,019           3.8%           530
 Tacoma, Washington                        1982         40,473           3.6%           557
 Utica, New York                         1970/1992      36,500           3.3%           343
 Jackson, Mississippi                      1980         32,350           2.9%           375
 Longview, Washington                      1978         32,213           2.9%           542
 Columbia, South Carolina                  1990         30,800           2.8%           272
 Tampa, Florida                          1959/1994      27,669           2.5%           312
 Lexington, Kentucky                     1978/2005      26,650           2.4%           323
 New Orleans, Louisiana                  1984/1993      25,960           2.3%           236
 Las Cruces, New Mexico                    2001         24,178           2.2%           234
 Stamford, Connecticut                     1912         23,033           2.1%           396
 Smyrna, Georgia                           1980         22,926           2.1%           315
 Carrollton, Texas                         1989         21,600           1.9%           188
 Malvern, Pennsylvania                     1992         20,900           1.9%           204
 Glenshaw, Pennsylvania                    1953         20,495           1.8%           224
 Houston, Texas                          1982/1990      20,225           1.8%           189
 Jeffersonville, Indiana                   1982         19,040           1.7%           198
 Knoxville, Tennessee                    1982/1991      19,000           1.7%           167
 York, Pennsylvania                      1959/1990      18,867           1.7%           246
 Danville, Virginia                        1948         18,418           1.7%           270
 Cincinnati, Ohio                          1970         18,325           1.7%           187
 Youngstown, Ohio                          1930         18,046           1.6%           269
 Auburn, Maine                             1990         17,700           1.6%           152
 Horsham, Pennsylvania                   1950/1997      16,851           1.5%           264
 Gadsden, Alabama                          1970         15,990           1.4%           166
 Durham, North Carolina                    1972         15,850           1.4%           169
 Johnson City, Tennessee                   1951         15,736           1.4%           185
 Waterbury, Connecticut                  1953/1980      15,570           1.4%           242
 Grand Rapids, Michigan                    1950         15,505           1.4%           221
 Tulsa, Oklahoma                         1965/1992      14,375           1.3%           228
 Killeen, Texas                            1969         14,230           1.3%           250
 Dallas, Texas                             1969         14,050           1.3%           148
 East Alton, Illinois                    1983/1993      13,200           1.2%           148
 Snellville, Georgia                       1984         13,122           1.2%           150
 Chicago, Illinois                       1960/1976      12,420           1.1%           300
 Elsmere, Kentucky                         1978         12,264           1.1%           212
 Amarillo, Texas                           1935         12,039           1.1%           176
 Knoxville, Tennessee                    1950/1993      11,975           1.1%           174
 Houston, Texas                            1982         10,875           1.0%           142
 Lakeland, Florida                       1957/1993      10,765           1.0%           146




                                         % OF TOTAL
                                            SELF        AVERAGE RENT /                  APPRAISED
  U-HAUL (Copyright)  CENTER LOCATION   STORAGE UNITS        UNIT         OCCUPANCY(1)    VALUE

 Brooklyn, New York                          18.0%        $ 124.71           84.3%    $35,900,000
 Houston, Texas                               3.7%        $  76.80           70.4%    $ 3,370,000
 Springdale, Arkansas                         3.8%        $  41.39           79.9%    $ 2,350,000
 Jacksonville, Florida                        3.6%        $  58.90           87.8%    $ 3,250,000
 Tacoma, Washington                           3.8%        $  48.16           87.1%    $ 2,800,000
 Utica, New York                              2.3%        $  83.00           79.0%    $ 2,450,000
 Jackson, Mississippi                         2.6%        $  54.37           85.8%    $ 1,680,000
 Longview, Washington                         3.7%        $  40.73           78.8%    $ 2,410,000
 Columbia, South Carolina                     1.9%        $  77.55           68.0%    $ 1,950,000
 Tampa, Florida                               2.1%        $  78.23           90.9%    $ 2,100,000
 Lexington, Kentucky                          2.2%        $  58.97           80.4%    $ 2,660,000
 New Orleans, Louisiana                       1.6%        $  77.65           88.5%    $ 1,600,000
 Las Cruces, New Mexico                       1.6%        $  70.17           94.3%    $ 1,890,000
 Stamford, Connecticut                        2.7%        $ 115.71           66.0%    $ 4,430,000
 Smyrna, Georgia                              2.1%        $  64.52           91.6%    $ 2,275,000
 Carrollton, Texas                            1.3%        $  74.36           93.2%    $ 1,670,000
 Malvern, Pennsylvania                        1.4%        $ 113.99           63.5%    $ 1,825,000
 Glenshaw, Pennsylvania                       1.5%        $  85.36           87.7%    $ 2,140,000
 Houston, Texas                               1.3%        $  66.91           76.0%    $ 1,210,000
 Jeffersonville, Indiana                      1.3%        $  58.00           83.9%    $   960,000
 Knoxville, Tennessee                         1.1%        $  84.30           87.5%    $ 1,625,000
 York, Pennsylvania                           1.7%        $  51.29           93.1%    $ 1,300,000
 Danville, Virginia                           1.8%        $  47.87           85.4%    $ 1,250,000
 Cincinnati, Ohio                             1.3%        $  60.82           72.1%    $   870,000
 Youngstown, Ohio                             1.8%        $  52.13           80.3%    $ 1,150,000
 Auburn, Maine                                1.0%        $  86.33           88.0%    $ 1,480,000
 Horsham, Pennsylvania                        1.8%        $  89.12           91.6%    $ 2,800,000
 Gadsden, Alabama                             1.1%        $  56.22           93.1%    $ 1,000,000
 Durham, North Carolina                       1.2%        $  89.02           85.8%    $ 1,325,000
 Johnson City, Tennessee                      1.3%        $  48.51           73.8%    $   680,000
 Waterbury, Connecticut                       1.6%        $  69.98           73.5%    $ 1,510,000
 Grand Rapids, Michigan                       1.5%        $  51.33           82.3%    $ 1,630,000
 Tulsa, Oklahoma                              1.6%        $  49.02           81.9%    $   825,000
 Killeen, Texas                               1.7%        $  41.07           92.8%    $ 1,250,000
 Dallas, Texas                                1.0%        $  83.76           87.6%    $ 1,300,000
 East Alton, Illinois                         1.0%        $  59.48           84.5%    $   775,000
 Snellville, Georgia                          1.0%        $  75.70           93.0%    $ 1,300,000
 Chicago, Illinois                            2.0%        $  70.74           90.1%    $ 2,000,000
 Elsmere, Kentucky                            1.4%        $  41.96           67.5%    $ 1,440,000
 Amarillo, Texas                              1.2%        $  47.82           87.8%    $   800,000
 Knoxville, Tennessee                         1.2%        $  60.90           81.1%    $ 1,150,000
 Houston, Texas                               1.0%        $  64.83           87.5%    $   940,000
 Lakeland, Florida                            1.0%        $  62.44           91.9%    $ 1,000,000
</TABLE>

---------------------
(1) Occupancy reflects the weighted average for each property by square footage.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       39


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


<TABLE>

         U-HAUL (Copyright)  SELF STORAGE PORTFOLIO II, III AND IV PROPERTIES

                                                           SELF
                                          APPROXIMATE     STORAGE     % OF TOTAL SELF
                                         YEAR BUILT /     SQUARE      STORAGE SQUARE
   U-HAUL (Copyright)  CENTER LOCATION     RENOVATED       FEET            FEET

 New Bedford, Massachusetts                 1967           10,525            1.0%
 Colmar, Pennsylvania                     1969/1996        10,457            0.9%
 Columbus, Ohio                             1979           10,344            0.9%
 Bangor, Maine                            1948/1984         9,740            0.9%
 Rutland, Vermont                           1950            8,760            0.8%
 Pomona, California                         1959            8,598            0.8%
 Scranton, Pennsylvania                     1975            6,800            0.6%
---------------------------------------   ---------        ------          -----
 TOTAL                                                  1,111,736          100.0%




                                                          % OF TOTAL
                                          SELF STORAGE       SELF        AVERAGE RENT /                  APPRAISED
   U-HAUL (Copyright)  CENTER LOCATION       UNITS       STORAGE UNITS        UNIT         OCCUPANCY(1)    VALUE

 New Bedford, Massachusetts                     107            0.7%        $ 112.26           78.3%    $    998,000
 Colmar, Pennsylvania                           171            1.2%        $  67.55           85.1%    $  1,100,000
 Columbus, Ohio                                 153            1.0%        $  58.46           81.7%    $  1,010,000
 Bangor, Maine                                  179            1.2%        $  53.01           86.4%    $  1,280,000
 Rutland, Vermont                               137            0.9%        $  73.35           83.3%    $  1,260,000
 Pomona, California                             128            0.9%        $  62.65           91.0%    $    790,000
 Scranton, Pennsylvania                          61            0.4%        $  98.35           96.7%    $    575,000
---------------------------------------         ---          -----         --------           ----     ------------
 TOTAL                                       14,725          100.0%        $  76.07           83.1%    $115,333,000
</TABLE>

ESCROWS. The following escrow / reserve accounts have been established with
respect to the U-Haul (Copyright)  Self Storage Portfolio II, III and IV Loans:



                        ESCROWS / RESERVES

  TYPE:                                   INITIAL        MONTHLY
  Taxes .............................   $  319,138      $106,379
  Insurance .........................   $   24,498      $      0
  Capital Expenditures ..............   $        0      $ 13,897
  Immediate Repair Reserves .........   $  959,663      $      0
  Environmental Reserves ............   $1,299,075      $      0

Tax Escrows. Provided that no trigger event has occurred and is continuing, that
a sum equal to not less than six times the monthly installment amount (as may be
adjusted by lender from time to time) is on deposit, and that the U-Haul
(Copyright) Self Storage Portfolio II, III and IV Borrowers have delivered to
the lender evidence of payment of all taxes within 15 days of the date such sums
were due and payable, then the U-Haul (Copyright) Self Storage Portfolio II, III
and IV Borrowers may cease making monthly tax escrow deposits.

Insurance Escrows. Provided that no trigger event has occurred and is
continuing, that a sum equal to not less than three times the monthly
installment amount (as may be adjusted by lender from time to time) is on
deposit, and that the U-Haul (Copyright) Self Storage Portfolio II, III and IV
Borrowers have delivered to lender evidence of payment of all insurance premiums
within 15 days of the date such sums were due and payable, then the U-Haul
(Copyright) Self Storage Portfolio II, III and IV Borrowers may cease making
monthly insurance escrow deposits. The required three months of estimated
premiums were collected at closing.

Capital Expenditure Reserves. Provided that no trigger event has occurred and is
continuing and that a sum equal to not less than 12 times the monthly
installment amount is on deposit, then the U-Haul (Copyright) Self Storage
Portfolio II, III and IV Borrowers may cease making monthly capital expenditures
escrow deposits.

Immediate Repair and Environmental Reserves. Up-front reserves were collected
for all identified immediate repairs and environmental conditions identified in
the property condition reports and environmental site assessments, respectively.

PARTIAL DEFEASANCE. Pursuant to the defeasance provisions set forth in the loan
documents, the U-Haul Self Storage Portfolio II, III and IV Borrowers may elect
to defease a portion of the U-Haul Self Storage Portfolio II, III and IV Loans
provided that the conditions set forth in the loan documents are satisifed,
including no partial defeasance will be permitted until after the second
anniversary of the creation of the securtization trust. No properties will be
released in the event of a partial defeasance.

ADDITIONAL DEBT. Up to approximately $50,000,000 in mezzanine financing may be
permitted in the future, to be secured by partnership interests in the U-Haul
(Copyright) Self Storage Portfolio II, III and IV Borrowers and in other AMERCO
subsidiaries that are borrowers on similar first mortgage loans in the aggregate
amount of $480,000,000, secured by 321 properties. Subordinate debt will be
subject to a maximum aggregate loan-to-value of 85% and a debt service coverage
ratio (in combination with the U-Haul (Copyright) Self Storage Portfolio II, III
and IV Loans) of no less than 1.15x.

PROPERTY MANAGEMENT. The U-Haul (Copyright) Self Storage Portfolio II, III and
IV Properties are managed by the Lessees, which are wholly owned subsidiaries of
U-Haul (Copyright) International, Inc.

---------------------
(1) Occupancy the weighted average for each property by square footage.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       40


                     [THIS PAGE INTENTIONALLY LEFT BLANK.]


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

E WALK (REGISTERED TRADEMARK)  ON THE NEW 42ND STREET


[PHOTO OMITTED]






                     PROPERTY INFORMATION
 Number of Mortgaged Real Properties                     1
 Location (City/State)                        New York, NY
 Property Type                             Anchored Retail
 Size (Square Feet)                                177,394
 Percentage Occupancy as of July 8, 2005              96.2%
 Year Built                                           1999
 Year Renovated                                        NAP
 Appraisal Value                              $170,000,000
 # of Tenants                                           16
 Average Rent Per Square Foot                       $71.22
 Underwritten Occupancy                               96.1%
 Underwritten Revenues                         $14,920,538
 Underwritten Total Expenses                    $5,724,897
 Underwritten Net Operating Income (NOI)        $9,195,641
 Underwritten Net Cash Flow (NCF)               $8,794,112




                     MORTGAGE LOAN INFORMATION
 Mortgage Loan Seller                                    MLML
 Origination Date                                July 8, 2005
 Cut-off Date Principal Balance                   $77,500,000
 Cut-off Date Loan Balance Per SF/Unit                   $437
 Percentage of Initial Mortgage Pool Balance              3.8%
 Number of Mortgage Loans                                   1
 Type of Security (fee/leasehold)                   Leasehold
 Mortgage Rate                                         4.6470%
 Amortization Type                              Interest Only
 IO Period (Months)                                        84
 Original Term to Maturity/ARD (Months)                    84
 Original Amortization Term (Months)                        0
 Lockbox                                                 Hard
 Cut-off Date LTV Ratio                                  45.6%
 LTV Ratio at Maturity or ARD                            45.6%
 Underwritten DSCR on NOI                                2.52x
 Underwritten DSCR on NCF                                2.41x
 Shadow Rating (DBRS/Fitch/Moody's)              BBB/A-/Baa2(1)

---------------------
(1) It has been confirmed by DBRS, Fitch and Moody's in accordance with their
    respective methodologies that E Walk on the New 42 Street mortgage loan has
    credit characteristics consistent with a BBB, A-, and Baa2 rated investment
    grade obligation, respectively.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       41


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

[MAP OMITTED]





This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       42


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "E Walk Loan") is evidenced by a single
promissory note and is secured by a first priority mortgage on the leasehold
interest in E Walk (Registered Trademark) on the New 42nd Street located in the
Times Square neighborhood at 243 West 42nd Street, New York, New York (the "E
Walk Property"). The E Walk Loan represents approximately 3.8% of the initial
mortgage pool balance.

The E Walk Loan was originated on July 8, 2005, and has a principal balance as
of the cut-off date of $77,500,000. The E Walk Loan has a remaining term of 84
months and a scheduled maturity of August 1, 2012. The E Walk Loan may be
prepaid on or after July 1, 2012, and permits defeasance with United States
government obligations beginning two years after the creation of the
securitization trust.

THE BORROWER. The borrower, Dream Team Associates, LLC (the "E Walk Borrower"),
a New York limited liability company, is a single purpose entity which is
approximately 49% indirectly owned by Tishman Holdings Corporation ("Tishman").
Affiliates of Lehman Brothers indirectly own approximately 16% of the E Walk
Borrower and affiliates of Lend Lease indirectly own approximately 35% of the E
Walk Borrower.

Founded in 1898, Tishman Realty & Construction Co., Inc. is one of the world's
largest owners, developers, builders and managers of real estate (over 400
million square feet). In 1997, Tishman formed Tishman Hotel & Realty LP ("THR"),
consolidating substantially all of Tishman's real estate interests and all of
its non-construction operating companies. THR is an experienced hotel developer,
owner, and operator. As of year end 2004, Tishman owns 10 hotels totaling 7,343
rooms and manages 5 hotels totaling 1,225 rooms for third parties across a wide
variety of product types: convention, corporate, resort and airport.

LOCKBOX. The E Walk Borrower is instructed to send direction letters to tenants
under leases at the E Walk Property requiring them to pay all rents directly to
the depository institution approved by the lender to accept rents. The rents are
applied to pay debt service and any other payments required by the lender
(including, without limitation, escrows for taxes, insurance premiums and the
other escrows or reserves required under the loan documents) due in connection
with the E Walk Property and, provided no event of default then exists, the
balance, if any, will be returned (or made available) to the E Walk Borrower.
Notwithstanding the foregoing, while an event of default exists but prior to the
date the lender accelerates the E Walk Loan, Lender will make available to the E
Walk Borrower all excess cash flow remaining after payment of debt service and
funding of required reserves.

THE PROPERTY. Built in 1999, the E Walk Property is a retail and entertainment
center consisting of four floors and one below grade concourse level containing
177,394 square feet of net rentable area located in the Times Square district at
the northeast corner of West 42nd Street and Eighth Avenue, adjacent to the
Westin New York at Times Square. Tenants include a 13 screen state of the art
Loews Theater with stadium seating, Starbucks and Chevy's. The second floor
includes restaurant seating areas and 6,562 square feet of meeting area leased
by the Westin New York at Times Square.

GROUND LEASE. The E Walk Property was developed under a 99 year ground lease
from the Empire State Development Corporation that commenced in July 1997
between 42nd St. Development Project, Inc., a wholly owned subsidiary of New
York State Urban Development Corporation d/b/a Empire State Development
Corporation (Ground Lessor), and Dream Team Associates, LLC (Ground Lessee). The
current ground lease payments are approximately $1.045 million per annum. In
addition, percentage rent is payable based upon 2.5% of the first $8.5 million
($212,500 annual payments) of total minimum rent plus 3.5% in excess of $8.5
million.


The following table presents certain information relating to the major tenants
at the E Walk Property:


<TABLE>

                                  TENANT INFORMATION(1)

                   TENANT NAME                                 PARENT COMPANY

 Forty-Second Street Cinemas, Inc. .......... Loews Cineplex Entertainment Corporation
 TSE Group, LLC .............................        BB King Blues Club & Grill
 Transportation Displays Incorporated .......       Transportation Displays, Inc.
 Dallas BBQ .................................                Dallas BBQ
 Chevy's New York Inc. ......................               Chevy's Inc.




                                                                                        BASE RENT
                                                 CREDIT RATINGS    SQUARE      % OF    PER SQUARE      LEASE
                   TENANT NAME                 (FITCH/MOODY'S)(2)   FEET       GLA        FOOT      EXPIRATION

 Forty-Second Street Cinemas, Inc. ..........        NR/NR        78,562       44.3%   $  40.63    11/30/2019
 TSE Group, LLC .............................        NR/NR        17,720       10.0%   $  58.42    04/01/2020
 Transportation Displays Incorporated .......        NR/NR        17,700       10.0%   $  60.11    06/15/2019
 Dallas BBQ .................................        NR/NR        17,105        9.6%   $  70.15    09/03/2025
 Chevy's New York Inc. ......................        NR/NR        13,552        7.6%   $ 118.66    11/10/2014
</TABLE>

---------------------
(1) Information obtained from the E Walk Borrower's certified rent roll except
    credit ratings.
(2) Credit ratings are of the parent company whether or not the parent
    guarantees the lease.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       43


MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the E Walk Property:


<TABLE>

                        LEASE ROLLOVER SCHEDULE(1)

                            NUMBER      SQUARE    % OF
                          OF LEASES     FEET       GLA       BASE RENT
            YEAR           EXPIRING   EXPIRING   EXPIRING     EXPIRING

 Vacant ................       NAP      6,820     3.8%           NAP
 Month-to-Month ........         0          0     0.0%      $         0
 2005 ..................         0          0     0.0%      $         0
 2006 ..................         0          0     0.0%      $         0
 2007 ..................         0          0     0.0%      $         0
 2008 ..................         0          0     0.0%      $         0
 2009 ..................         1          1     0.0%      $     3,600
 2010 ..................         2      4,213     2.4%      $   957,991
 2011 ..................         0          0     0.0%      $         0
 2012 ..................         1      2,509     1.4%      $   628,750
 2013 ..................         2      4,244     2.4%      $   657,684
 2014 ..................         1     13,552     7.6%      $ 1,608,091
 2015 ..................         0          0     0.0%      $         0
 Thereafter ............         9    146,055    82.3%      $ 8,292,034
------------------------        --    -------   -----       -----------
 TOTAL .................        16    177,394   100.0%      $12,148,151




                           % OF BASE    CUMULATIVE    CUMULATIVE    CUMULATIVE    CUMULATIVE %
                             RENT      SQUARE FEET     % OF GLA     BASE RENT    OF BASE RENT
            YEAR           EXPIRING      EXPIRING      EXPIRING      EXPIRING      EXPIRING

 Vacant ................     NAP          6,820          3.8%          NAP             NAP
 Month-to-Month ........     0.0%         6,820          3.8%      $         0        0.0%
 2005 ..................     0.0%         6,820          3.8%      $         0        0.0%
 2006 ..................     0.0%         6,820          3.8%      $         0        0.0%
 2007 ..................     0.0%         6,820          3.8%      $         0        0.0%
 2008 ..................     0.0%         6,820          3.8%      $         0        0.0%
 2009 ..................     0.0%         6,821          3.8%      $     3,600        0.0%
 2010 ..................     7.9%        11,034          6.2%      $   961,591        7.9%
 2011 ..................     0.0%        11,034          6.2%      $   961,591        7.9%
 2012 ..................     5.2%        13,543          7.6%      $ 1,590,341       13.1%
 2013 ..................     5.4%        17,787         10.0%      $ 2,248,025       18.5%
 2014 ..................    13.2%        31,339         17.7%      $ 3,856,116       31.7%
 2015 ..................     0.0%        31,339         17.7%      $ 3,856,116       31.7%
 Thereafter ............    68.3%       177,394        100.0%      $12,148,151      100.0%
-------------------------  -----        -------        -----       -----------      -----
 TOTAL .................   100.0%       177,394        100.0%      $12,148,151      100.0%
</TABLE>

THE MARKET.(2) The E-walk Property is located at the northeast corner of West
42nd Street and Eighth Avenue in the Times Square area of Midtown Manhattan, in
New York, New York. New York City's estimated median household income in 2004
was $41,803 with an expected average annual growth of 3.0% in median household
income through 2009.

With over 39 million visitors in 2004, tourism remains a primary driver of New
York City employment growth in several industries, including hospitality, food
and beverage, and retail trade. This has been further enhanced by the
revitalization of the Times Square area as an entertainment and retail
destination. Over 27 million tourists visit Times Square annually, and over 12
million people per year view Broadway shows at the 40 landmarked theaters in
Times Square. The area is served by the largest transportation network
concentration in New York City, which includes the largest subway station, the
Port Authority Bus Terminal and one-stop access to Grand Central Station and
Pennsylvania Station. An estimated 1.7 million people pass through Times Square
daily.

The Times Square submarket has 2.7 million square feet of office space occupied
by entertainment, publishing and media firms, 1.7 million square feet occupied
by financial firms, and 1.6 million square feet occupied by law firms. Companies
headquartered in the area include Ernst & Young, O'Melveny & Myers LLP, Skadden,
Arps LLP, Morgan Stanley, Lehman Brothers, Viacom International, The New York
Times, Conde Nast, Reuters, ABC/Disney/ESPN, Panasonic, Virgin Records, Clear
Channel Entertainment, MTV, AMC Entertainment, and BMG Entertainment, as well as
retail flagship stores such as ESPN Zone, Toys R' Us, ABC Studios, MTV Studios,
and the world's largest McDonald's with new wave digital technology and Internet
access for its customers.

According to the Real Estate Board of New York's Retail Report for Fall 2004,
New York City's average asking rents rose 5.4% to $97 per square foot (including
ground floor, lower level, upper level and mezzanine). Availability held even at
approximately 13.4% from the third quarter 2003 to the third quarter 2004. When
examining ground floor retail space, the 42nd Street corridor between Sixth and
Eighth Avenues achieved a 53.8% increase in average asking rents to $243 per
square foot from $158 per square foot for 2004.

---------------------
(1) Information obtained from the E Walk Borrower's rent roll.
(2) Certain information obtained from a third-party appraisal. The appraisal
    relies upon many assumptions, and no representation is made as to the
    accuracy of the assumptions underlying the appraisal.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

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ESCROWS. The following escrow/reserve accounts have been established with
respect to the E Walk Loan:



                           ESCROWS / RESERVES

  TYPE:                                          INITIAL       MONTHLY
  Property Taxes ............................   $382,545      $191,273
  Insurance .................................   $ 91,005      $ 18,437
  Base Ground Rent Reserve ..................   $177,500      $ 88,750
  Percentage Ground Rent Reserve ............   $202,703      $ 25,338
  Replacement Reserve .......................   $      0      $  3,678
  Tenant Security Deposit Reserve ...........   $ 61,200      $      0
  Sanrio Security Deposit Reserve ...........   $470,000      $      0

Property Taxes. Consists of Payments In Lieu of Taxes ("PILOT") and Business
Improvement District ("BID") tax. PILOT payments are partially abated through
the tax year ending June 30, 2015. PILOT payments were abated 50% through
December 31, 2004, then 33.33% from calendar year 2005 through 2009, and 16.67%
from calendar year 2010 through 2014. Tenants generally pay a pro rata share of
increases in PILOT payments over their initial lease years. BID taxes were
estimated to be $76,640 as of May 2005.

Base Ground Rent Reserve. Calculated based on an annual ground rent of
$1,045,000 plus a $20,000 annual administrative fee. Two months worth of the
Base Ground Rent Reserve amount were deposited at closing to cover August and
September rental payments.

Percentage Ground Rent Reserve. Calculated based on the formula of $212,500 plus
3.5% of gross revenues in excess of $8,500,000. Gross revenues were
approximately $19,615,843 as of May 2005. Eight months worth of the Percentage
Ground Rent Reserve amount were deposited at closing.

PROPERTY MANAGEMENT. The E Walk Property is currently being managed by TREMCO,
LP, an affiliate of Tishman.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       45


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RESIDENCE INN HOTEL PORTFOLIO 1



[PHOTO OMITTED]                                           [PHOTO OMITTED]





                     PROPERTY INFORMATION
 Number of Mortgaged Properties                            4
 Location (City/State)                             See Table
 Property Type                                   Hospitality
 Size (Rooms)                                            563
 Percentage Occupancy as of April 30, 2005              78.4%
 Year Built                                        See Table
 Year Renovated                                    See Table
 Appraised Value                                 $67,000,000
 Underwritten Occupancy                                 80.5%
 Underwritten Revenues                           $16,708,710
 Underwritten Total Expenses                     $10,499,781
 Underwritten Net Operating Income (NOI)          $6,208,928
 Underwritten Net Cash Flow (NCF)                 $5,540,580




                         LOAN INFORMATION
 Mortgage Loan Seller                                   MLML
 Origination Date                              June 17, 2005
 Cut-off Date Principal Balance                  $50,200,000
 Cut-off Date Loan Balance Per Room                  $89,165
 Percentage of Initial Mortgage Pool Balance             2.4%
 Number of Mortgage Loans                                  1
 Type of Security (fee/leasehold)                        Fee
 Mortgage Rate                                        5.3175%
 Amortization Type                                IO-Balloon
 IO Period (Months)                                       60
 Original Term to Maturity/ARD (Months)                  120
 Original Amortization Term (Months)                     300
 Lockbox                                                Hard
 Cut-off Date LTV Ratio                                 74.9%
 LTV Ratio at Maturity or ARD                           67.0%
 Underwritten DSCR on NOI                               1.71x
 Underwritten DSCR on NCF                               1.52x


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

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[MAPS OMITTED]





This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       47


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THE LOAN. The mortgage loan (the "Residence Inn Hotel Portfolio 1 Loan") is
secured by a first mortgage loan on the fee interest in four limited service
Marriott branded (Residence Inn) hotels (each, a "Residence Inn Hotel Portfolio
1 Property" and collectively the "Residence Inn Hotel Portfolio 1 Properties")
totaling 563 rooms. The Residence Inn Hotel Portfolio 1 Loan represents
approximately 2.4% of the initial mortgage pool balance.

The Residence Inn Hotel Portfolio 1 Loan was originated on June 17, 2005 and has
a principal balance as of the cut-off date of $50,200,000. The Residence Inn
Hotel Portfolio 1 Loan has a remaining term of 119 months and a scheduled
maturity date of July 1, 2015. Beginning June 17, 2005 and ending the day that
is two years after its securitization, the Residence Inn Hotel Portfolio 1 Loan
permits prepayment subject to a prepayment premium equal to the greater of yield
maintenance with United States government obligations and one percent of
principal balance. Additionally, the Residence Inn Hotel Portfolio 1 Loan
permits defeasance with United States governmental obligations beginning two
years after its securitization. The Residence Inn Hotel Portfolio 1 Loan may be
prepaid without premium on or after June 1, 2015.

THE BORROWER. The borrowers (the "Residence Inn Hotel Portfolio 1 Borrowers")
are each a single purpose entity owned and controlled indirectly by Ashford
Hospitality Limited Partnership, which is the operating partnership of Ashford
Hospitality Trust, Inc. Ashford Hospitality Trust, Inc. is a publicly traded
real estate investment trust (REIT) headquartered in Dallas, TX. The company
commenced operation and became a public REIT on August 29, 2003 and is listed on
the NYSE under the ticker "AHT". Ashford Hospitality Trust, Inc. invests in both
debt and equity investments, secured exclusively by hotel assets. As of July 25,
2005, the company had an equity market capitalization of $488 million. As of
July 27, 2005, the company currently has equity investments in 77 hotels
totaling 12,671 rooms, mezzanine loans secured by 18 hotels totaling 5,842 rooms
and a first mortgage secured by 1 hotel totaling 1,225 rooms.

THE LOCKBOX. Each of the properties is managed by an affiliate of Marriott
International, Inc. ("Marriott"). At origination, the Residence Inn Hotel
Portfolio 1 Borrowers and managers are required to deposit all rents and other
gross revenue (including credit card receivables) from the properties into a
related manager-controlled account (the "Manager Account"). Pursuant to the
applicable management agreements and related documents, the manager will apply
the funds in the Manager Account to its base management fee, applicable taxes,
insurance premiums and a capital improvements/FF&E reserve before transferring
the remaining funds to a lender-controlled account. Funds in the
lender-controlled account will be applied to payment of reserves for taxes and
insurance premiums (unless Marriott is manager of the properties and such
amounts are otherwise paid or reserved for by the manager), debt service, a
reserve for capital improvements (unless Marriott is manager of the properties
and otherwise paid or reserved for by the manager), fees of the cash management
bank, operating expenses of the applicable property (unless Marriott is manager
of the properties and otherwise paid or reserved for by the manager) and debt
service on a permitted mezzanine loan (if any).

THE PROPERTIES. The Residence Inn Hotel Portfolio 1 Loan is collateralized by 4
properties containing a total of 563 rooms. The properties are located in 3
states and will be managed by affiliates of Marriott.

The following tables present certain information relating to the Residence Inn
Hotel Portfolio 1 Properties:



<TABLE>

                             PORTFOLIO PROPERTIES
                                                                 CUT-OFF DATE
                                                                  ALLOCATED
            PROPERTY NAME          PROPERTY LOCATION    ROOMS      BALANCE

 Residence Inn Fishkill ........     Fishkill, NY       139       $17,382,687
 Residence Inn Orlando .........      Orlando, FL       176       $14,685,373
 Residence Inn River Plaza .....    Fort Worth, TX      120       $11,388,657
 Residence Inn Tyler ...........       Tyler, TX        128       $ 6,743,283
-------------------------------- --------------------   ---       -----------
 TOTAL .........................                        563       $50,200,000




                                   YEAR BUILT/
                                      YEAR
            PROPERTY NAME          RENOVATED(1)                        BORROWER

 Residence Inn Fishkill ........     1985             Ruby Fishkill Limited Partnership
 Residence Inn Orlando .........   1983/2005    Ruby Orlando International Limited Partnership
 Residence Inn River Plaza .....   1983/1997    Ruby Ft. Worth River Plaza Limited Partnership
 Residence Inn Tyler ...........   1985/1999         Ruby Tyler Hotel Limited Partnership
---------------------------------  ---------   -----------------------------------------------
 TOTAL .........................
</TABLE>

--------------
(1) The Residence Inn Hotel Portfolio 1 Borrowers are obligated under the loan
    documents to spend the following on capital improvements by December 31,
    2006: (i) $493,648 for Residence Inn Fishkill; (ii) $92,180 for Residence
    Inn Orlando; (iii) $2,031,875 for Residence Inn River Plaza and; (iv)
    $2,739,880 for Residence Inn Tyler. Ashford Hospitality Limited Partnership
    provided a guaranty for the required capital expenditures.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

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<TABLE>

                                           OPERATIONAL STATISTICS(1)

                                                                        TRAILING 12-MONTH
                                                   2003          2004       APRIL 2005             UW

 Average Daily Rate (ADR) ....................   $ 93.88       $ 96.02       $ 98.91               $ 99.63
 Occupancy % .................................      78.4%         79.0%         78.4%                 80.5%
 Revenue per Available Room (RevPAR) .........   $ 73.65       $ 75.89       $ 77.56               $ 80.24
</TABLE>


                                  PENETRATION INDICES(2)

            PROPERTY NAME            ADR INDEX    OCCUPANCY INDEX   REVPAR INDEX
 Residence Inn Fishkill ............   118.2%         108.5%           128.2%
 Residence Inn Orlando .............   110.5%          90.6%           100.1%
 Residence Inn River Plaza .........   142.0%         132.8%           188.5%
 Residence Inn Tyler ...............   108.1%         133.0%           143.9%
------------------------------------   -----          -----            -----
 TOTAL/WEIGHTED AVERAGE(3) .........   118.6%         113.7%           135.8%

THE MARKET(2,4,5).The Residence Inn Fishkill property is located at 14 Schuyler
Boulevard in the city of Fishkill, in Dutchess County, New York in the
Poughkeepsie/Newburg/Middletown Metropolitan Statistical Area (MSA). The
property is approximately one mile south of downtown Fishkill and twelve miles
south of Poughkeepsie. Hotel demand in the area is dominated by commercial
entities, particularly by International Business Machines (IBM) and Gap, Inc.
According to a report by a lodging industry data provider (the "Third Party
Report"), the March 2005 trailing twelve-month average for the competitive set
in occupancy, average daily room rate and RevPAR was 74.3%, $99.52 and $73.99
respectively.

The Residence Inn Orlando property is located at 7975 Canada Avenue in the city
of Orlando, in Orange County, Florida in the Orlando, FL MSA. The property is
approximately 8 miles northeast of Walt Disney World Resort. According to the
Third Party Report, the March 2005 trailing twelve-month average for the
competitive set in occupancy, average daily room rate and RevPAR was 82.0%,
$89.00 and $72.95 respectively.

The Residence Inn River Plaza is located at 1701 South University Drive in the
city of Fort Worth, in Tarrant County, Texas in the Dallas-Ft. Worth-Arlington,
TX MSA. The property is located in the northeast quadrant formed by the
intersection of South University Drive and the Trinity River. According to the
Third Party Report, the March 2005 trailing twelve-month average for the
competitive set in occupancy, average daily room rate and RevPAR was 62.8%,
$72.35 and $45.47 respectively.

The Residence Inn Tyler is located at 3303 Troup Highway in the city of Tyler,
in Smith County, Texas in the Tyler, TX Metropolitan Statistical Area (MSA).
The property is approximately 1.7 miles west of the University of Texas at
Tyler and 5.5 miles southeast of Caldwell Zoo. According to the Third Party
Report, the March 2005 trailing twelve-month average for the competitive set in
occupancy, average daily room rate and RevPAR was 60.6%, $67.30 and $40.75
respectively.












--------------
(1) As provided by the Residence Inn Hotel Portfolio 1 Borrowers.
(2) Residence Inn Hotel Portfolio 1 Properties ADR, Occupancy and RevPAR
    statistics as compared to Competitive Set ADR, Occupancy and RevPAR
    information obtained from a lodging industry data provider as of March 2005.
(3) Weighted average is based on the number of rooms.
(4) Certain information obtained from third party appraisals. The appraisals
    rely upon many assumptions, and no representation is made as to the accuracy
    of the assumptions underlying the appraisals.
(5) Competitive set ADR, Occupancy and RevPAR statistics were obtained from a
    lodging industry data provider as of March 2005.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

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ESCROWS/RESERVES. The following escrows/reserves have been established with
respect to the Residence Inn Hotel Portfolio 1 Loan:


                    ESCROWS/RESERVES

            TYPE:                INITIAL       MONTHLY
  Immediate Repairs .........   $448,021        $0

Monthly Taxes and Insurance Reserves Monthly escrows for taxes, insurance
premiums and replacement reserves will be held by the property managers,
affiliates of Marriott International, Inc.

Capital Improvement Guaranty The Residence Inn Hotel Portfolio 1 Borrowers are
obligated under the loan documents to spend an amount equal to $5,357,583 on
capital improvements by December 31, 2006. Ashford Hospitality Limited
Partnership provided a guaranty for the required capital expenditures. Ashford
Hospitality Limited Partnership is obligated under the guaranty to maintain (i)
a tangible net worth equal to or not less than $100 million and (ii) liquid
assets in excess of its guaranteed obligations.

PARTIAL DEFEASANCE. The Residence Inn Hotel Portfolio 1 Borrowers may elect to
defease the Residence Inn Hotel Portfolio 1 Loan in whole or in part provided
that the conditions set forth in the loan documents are satisfied, including no
defeasance will be permitted until after the second anniversary of the creation
of the securitization trust or if any event of default under the mortgage loan
documents has occurred and is continuing. Partial release of the collateral is
permitted upon satisfaction of the partial defeasance conditions.

ADDITIONAL DEBT. The Residence Inn Hotel Portfolio 1 Borrowers will not be
permitted to further encumber the property or incur additional indebtedness
while the Residence Inn Hotel Portfolio 1 Loan is outstanding, except, if the
DSCR is greater than 1.50x and the LTV based on new appraisals is not more than
70%, then the Residence Inn Hotel Portfolio 1 Borrowers may incur mezzanine
indebtedness such that the loan-to-value ratio of total indebtedness (i.e.,
Residence Inn Hotel Portfolio 1 Loan plus mezzanine loan) does not exceed 75%
and the all-in DSCR does not fall below 1.35x. In addition, in connection with
the sale of the Residence Inn Hotel Portfolio 1 Properties where the purchaser
assumes the Residence Inn Hotel Portfolio 1 Loan in accordance with the
permitted transfers provision of the loan documents, a transferring Residence
Inn Hotel Portfolio 1 Borrower or sponsor may provide mezzanine financing to the
purchaser in an amount which, when taken together with any other financing
obtained by such purchaser, does not exceed 90% of the sale price, subject to
receipt of a rating agency confirmation letter.

SUBSTITUTION PROVISIONS. Subject to the terms and conditions set forth in the
loan agreement, Residence Inn Portfolio 1 Borrower(s) may, from time to time,
replace an individual property with a qualified substitute property (a "Property
Substitution"), provided certain conditions, including the following, are met:
(a) the aggregate of (i) the allocated loan amount with respect to the
individual property to be replaced (the "Original Property"), plus (ii) the
allocated loan amounts with respect to all individual properties previously or
simultaneously replaced by Property Substitutions, shall be less than 50% of the
then-current principal balance of the loan; (b) no event of default shall have
occurred and be continuing on such date either before or after the Property
Substitution; (c) the then-current market value of any proposed qualified
substitute property ("Substitute Property"), as determined by an appraisal
acceptable to a reasonable commercial mortgage lender, shall equal or exceed the
then-current market value of the Original Property immediately prior to the
Property Substitution; (d) the net operating income of any Substitute Property
for the twelve-month period trailing the date of determination ("TTM Period")
shall equal or exceed the net operating income of the Original Property; (e)
after giving effect to the Property Substitution, the DSCR for the aggregate
portfolio shall be no less than the greater of (i) 1.39x, and (ii) the DSCR with
respect to the Residence Inn Portfolio 1 Loan for the TTM Period; (f) each
Substitute Property shall be (i) fully constructed and operating for a minimum
of 12 months, and (ii) a limited service hotel property or full service hotel
property, in each case operating under a Marriott franchise or any other brand
affiliated with the foregoing; and (g) Residence Inn Portfolio 1 Borrower(s)
shall have delivered to the lender confirmation of each of the rating agencies
assigning a rating to securities issued in connection with the Residence Inn
Portfolio 1 Loan, that the Property Substitution will not result in the
qualification, withdrawal or downgrading of any such rating.

PROPERTY MANAGEMENT. Affiliates of Marriott are the property managers for all
the Residence Inn Hotel Portfolio 1 Properties. Marriott is a leading worldwide
hospitality company. Lodging activities, which include full-service,
select-service, extended-stay and timeshare segments, develop, operate and
franchise hotels and corporate housing properties under 13 separate brand names
in 66 countries. As of December 31, 2004, Marriott International, Inc. operates
or franchises approximately 2,632 lodging properties with 482,186 rooms.

Each management agreement shall be terminated by the applicable Borrower, at the
lender's request, following any default (beyond applicable notice and cure
periods) by the manager which permits termination of the management agreement.
In the event that the property manager elects not to renew the term of any
management agreement at the end of the initial term or any renewal term thereof,
or if any management agreement is otherwise terminated by the manager, then the
applicable borrower shall appoint a replacement manager and a replacement hotel
franchise to occupy and operate the property, each of which shall be acceptable
to the lender and the rating agencies; provided, that Remington Lodging and
Hospitality, L.P. shall be deemed an acceptable replacement manager, and
Starwood Hotels & Resorts Worldwide, Inc., Hilton Hotels Corporation, Marriott
International, Inc. or any brand of any of them shall be deemed an acceptable
replacement hotel franchise, and the approval of any of the foregoing as manager
or hotel franchise, as applicable, by lender and the rating agencies will not be
required.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       50


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RESIDENCE INN HOTEL PORTFOLIO 2





[PHOTO OMITTED]                                                 [PHOTO OMITTED]






                     PROPERTY INFORMATION
 Number of Mortgaged Properties                                4
 Location (City/State)                                 See Table
 Property Type                                       Hospitality
 Size (Rooms)                                                506
 Percentage Occupancy as of April 30, 2005                  79.3%
 Year Built                                            See Table
 Year Renovated                                        See Table
 Appraised Value                                     $58,000,000
 Underwritten Occupancy                                     80.5%
 Underwritten Revenues                               $15,352,160
 Underwritten Total Expenses                         $10,034,532
 Underwritten Net Operating Income (NOI)              $5,317,628
 Underwritten Net Cash Flow (NCF)                     $4,703,542




                         LOAN INFORMATION
 Mortgage Loan Seller                                       MLML
 Origination Date                                  June 17, 2005
 Cut-off Date Principal Balance                      $43,490,000
 Cut-off Date Loan Balance Per Room                      $85,949
 Percentage of Initial Mortgage Pool Balance                 2.1%
 Number of Mortgage Loans                                      1
 Type of Security (fee/leasehold)                  Fee/Leasehold
 Mortgage Rate                                            5.3175%
 Amortization Type                                    IO-Balloon
 IO Period (Months)                                           60
 Original Term to Maturity/ARD (Months)                      120
 Original Amortization Term (Months)                         300
 Lockbox                                                    Hard
 Cut-off Date LTV Ratio                                     75.0%
 LTV Ratio at Maturity or ARD                               67.1%
 Underwritten DSCR on NOI                                   1.69x
 Underwritten DSCR on NCF                                   1.49x



This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       51


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[MAPS OMITTED]




This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       52


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THE LOAN. The mortgage loan (the "Residence Inn Hotel Portfolio 2 Loan") is
secured by a first mortgage loan on the fee interest in three and leasehold
interest in one limited service Marriott branded (Residence Inn) hotels (each, a
"Residence Inn Hotel Portfolio 2 Property" and collectively the "Residence Inn
Hotel Portfolio 2 Properties") totaling 506 rooms. The Residence Inn Hotel
Portfolio 2 Loan represents approximately 2.1% of the initial mortgage pool
balance.

The Residence Inn Hotel Portfolio 2 Loan was originated on June 17, 2005 and has
a principal balance as of the cut-off date of $43,490,000. The Residence Inn
Portfolio 2 Loan has a remaining term of 119 months and a scheduled maturity
date of July 1, 2015. Beginning June 17, 2005 and ending the day that is two
years after its securitization, the Residence Inn Hotel Portfolio 2 Loan permits
prepayment subject to a prepayment premium equal to the greater of yield
maintenance with United States government obligations and one percent of
principal balance. Additionally, the Residence Inn Hotel Portfolio 2 Loan
permits defeasance with United States governmental obligations beginning two
years after its securitization. The Residence Inn Hotel Portfolio 2 Loan may be
prepaid without premium on or after June 1, 2015.

THE BORROWER. The borrowers (the "Residence Inn Hotel Portfolio 2 Borrowers")
are each a single purpose entity owned and controlled indirectly by Ashford
Hospitality Limited Partnership, which is the operating partnership of Ashford
Hospitality Trust, Inc. Ashford Hospitality Trust, Inc. is a publicly traded
real estate investment trust (REIT) headquartered in Dallas, TX. The company
commenced operation and became a public REIT on August 29, 2003 and is listed on
the NYSE under the ticker "AHT". Ashford Hospitality Trust, Inc. invests in both
debt and equity investments, secured exclusively by hotel assets. As of July 25,
2005, the company had an equity market capitalization of $488 million. As of
July 27, 2005, the company currently has equity investments in 77 hotels
totaling 12,671 rooms, mezzanine loans secured by 18 hotels totaling 5,842 rooms
and a first mortgage secured by 1 hotel totaling 1,225 rooms.

THE LOCKBOX. Each of the properties is managed by an affiliate of Marriott
International, Inc. ("Marriott"). At origination, the Residence Inn Hotel
Portfolio 2 Borrowers and managers are required to deposit all rents and other
gross revenue (including credit card receivables) from the properties into a
related manager-controlled account (the "Manager Account"). Pursuant to the
applicable management agreements and related documents, the manager will apply
the funds in the Manager Account to its base management fee, applicable taxes,
insurance premiums and a capital improvements/FF&E reserve before transferring
the remaining funds to a lender-controlled account. Funds in the
lender-controlled account will be applied to payment of reserves for taxes and
insurance premiums (unless Marriott is manager of the properties and such
amounts are otherwise paid or reserved for by the manager), debt service, a
reserve for capital improvements (unless Marriott is manager of the properties
and otherwise paid or reserved for by the manager), fees of the cash management
bank, operating expenses of the applicable property (unless Marriott is manager
of the properties and otherwise paid or reserved for by the manager) and debt
service on a permitted mezzanine loan (if any).

THE PROPERTIES. The Residence Inn Hotel Portfolio 2 Loan is collateralized by 4
properties containing a total of 506 rooms. The properties are located in 4
states and will be managed by affiliates of Marriott.

GROUND LEASE. The Residence Inn Wilmington property was developed under a 75
year ground lease that commenced in November 1987. The ground lessor is
Northtowne, Inc., trustee for Chopin Trust and the ground lessee is RFP Group,
Inc. Either party may extend the term of the ground lease for an additional 25
years upon its expiration in November 2062. The ground lease requires a
re-calculation of ground rent every 5 years based on increases in the Consumer
Price Index ("CPI"), which may result in rental increases. The ground rent is
calculated as $125,000 plus the product of $125,000 multiplied by four-tenths of
the percentage increase in the CPI between September 1987 and the date of rent
adjustment; provided, however, that in no event shall the annual ground rent for
any 5-year lease period be less than the rent applicable for the preceding
5-year lease period. The last rental increase occurred on March 15, 2005. The
current ground lease payments are approximately $159,300 per annum.

The following tables present certain information relating to the Residence Inn
Hotel Portfolio 2 Properties:



<TABLE>

                            PORTFOLIO PROPERTIES

                                                                CUT-OFF DATE
                                         PROPERTY                ALLOCATED
             PROPERTY NAME              LOCATION       ROOMS      BALANCE

 Residence Inn Sacramento .........  Sacramento, CA     176   $15,596,414
 Residence Inn Wilmington .........    Newark, DE       120   $11,622,328
 Residence Inn Providence .........    Warwick, RI       96   $ 8,548,034
 Residence Inn Ann Arbor ..........   Ann Arbor, MI     114   $ 7,723,224
----------------------------------- ----------------    ---   -----------
 TOTAL ............................                     506   $43,490,000




                                      YEAR BUILT/
                                         YEAR
             PROPERTY NAME            RENOVATED(1)                      BORROWER

 Residence Inn Sacramento .........   1986/2002   Ruby Sacramento Cal Expo Limited Partnership
 Residence Inn Wilmington .........     1989      Ruby Wilmington Newark Limited Partnership
 Residence Inn Providence .........   1989/2000   Ruby Providence Warwick Limited Partnership
 Residence Inn Ann Arbor ..........   1985/2004   Ruby Ann Arbor Limited Partnership
------------------------------------  ---------   ---------------------------------------------
 TOTAL ............................
</TABLE>

--------------
(1) The Residence Inn Hotel Portfolio 2 Borrowers are obligated under the loan
    documents to spend the following on capital improvements by December 31,
    2006: (i) $289,540 for Residence Inn Sacramento; (ii) $2,715,245 for
    Residence Inn Wilmington; (iii) $814,241 for Residence Inn Providence and
    (iv) $825,000 for Residence Inn Ann Arbor. Ashford Hospitality Limited
    Partnership provided a guaranty for the required capital expenditures.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

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<TABLE>

                                             OPERATIONAL STATISTICS(1)

                                                                             TRAILING 12-MONTH
                                                    2003           2004           APRIL 2005             UW

 Average Daily Rate (ADR) ....................   $ 100.30       $ 100.78       $ 101.62              $ 101.72
 Occupancy % .................................       76.6%          78.5%          79.3%                 80.5%
 Revenue per Available Room (RevPAR) .........   $  76.79       $  79.15       $  80.61              $  81.86
</TABLE>


<TABLE>

                                  PENETRATION INDICES(2)

           PROPERTY NAME                ADR INDEX      OCCUPANCY INDEX      REVPAR INDEX

 Residence Inn Sacramento .........       114.9%            120.4%             138.4%
 Residence Inn Wilmington .........       107.8%            102.2%             110.1%
 Residence Inn Providence .........       105.1%            107.3%             112.7%
 Residence Inn Ann Arbor ..........       131.7%            109.1%             143.6%
------------------------------------      -----             -----              -----
 TOTAL/WEIGHTED AVERAGE(3) ........       115.1%            111.1%             128.0%
</TABLE>

THE MARKET(2,4,5). The Residence Inn Sacramento property is located at 1530 Howe
Avenue in the city of Sacramento, in Sacramento County, California in the
Sacramento--Arden-Arcade--Roseville, CA from the Metropolitan Statistical Area
(MSA). The property is approximately five miles from downtown Sacramento and is
less than one mile from the California Exposition & State Fair grounds.
According to a report by a lodging industry data provider (the "Third Party
Report"), the March 2005 trailing twelve-month average for the competitive set
in occupancy, average daily room rate and RevPAR was 65.8%, $85.22, and $56.03
respectively.

The Residence Inn Wilmington property is located at 240 Chapman Road in the city
of Newark, in New Castle County, Delaware in the Philadelphia-Camden-Wilmington,
PA-NJ-DE-MD MSA. The property is located in the Newark/Christiana sub-market,
roughly ten miles west of Wilmington, Delaware. Additionally, it is located two
miles from the Christina Mall, four miles from the Delaware Race Track and Slots
and four miles from the University of Delaware. According to the Third Party
Report, the March 2005 trailing twelve-month average for the competitive set in
occupancy, average daily room rate and RevPAR was 71.6%, $100.75, and $72.16
respectively.

The Residence Inn Providence property is located at 500 Kilvert Street in the
city of Warwick, in Kent County, Rhode Island in the
Providence-Warwick-Pawtucket, RI MSA. The property is approximately one mile
northeast on the Warwick and Rhode Island Malls, seven miles south of Providence
and one mile west of Providence airport. According to the Third Party Report,
the March 2005 trailing twelve-month average for the competitive set in
occupancy, average daily room rate and RevPAR was 79.4%, $96.33, and $76.49
respectively.

The Residence Inn Ann Arbor property is located at 800 Victors Way in the city
of Ann Arbor, in Washtenaw County, Michigan in the Ann Arbor, MI MSA. The
property is approximately two miles south of downtown Ann Arbor and the
University of Michigan and is located 1 mile from Briarwood Mall. According to
the Third Party Report, the March 2005 trailing twelve-month average for the
competitive set in occupancy, average daily room rate and RevPAR was 73.8%,
$74.84, and $55.23 respectively.

--------------
(1) As provided by the Residence Inn Hotel Portfolio 2 Borrowers.
(2) Residence Inn Hotel Portfolio 2 Properties ADR, Occupancy and RevPAR
    statistics as compared to Competitive Set ADR, Occupancy and RevPAR
    information obtained from a lodging industry data provider as of March 2005.
(3) Weighted average is based on the number of rooms.
(4) Certain information obtained from a third party appraisals. The appraisals
    rely upon many assumptions, and no representation is made as to the accuracy
    of the assumptions underlying the appraisals.
(5) Competitive set ADR, Occupancy and RevPAR statistics were obtained from a
    lodging industry data provider as of March 2005.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
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ESCROWS/RESERVES. The following escrows/reserves have been established with
respect to the Residence Inn Hotel Portfolio 2 Loan:



                    ESCROWS/RESERVES

          TYPE:                  INITIAL       MONTHLY
  Ground Rent ...............   $ 13,333      $13,333
  Immediate Repairs .........   $419,968      $     0

Monthly Taxes, Insurance and Replacement Reserves Monthly escrows for taxes,
insurance premiums and replacement reserves will be held by the property
managers, affiliates of Marriott International, Inc.

Capital Improvement Guaranty The Residence Inn Hotel Portfolio 2 Borrowers are
obligated under the loan documents to spend a total of $4,644,026 on capital
improvements by December 31, 2006. Ashford Hospitality Limited Partnership
provided a guaranty for the required capital expenditures. Ashford Hospitality
Limited Partnership is obligated under the guaranty to maintain (i) a tangible
net worth equal to or not less than $100 million and (ii) liquid assets in
excess of its guaranteed obligations.

PARTIAL DEFEASANCE. The Residence Inn Hotel Portfolio 2 Borrowers may elect to
defease the Residence Inn Hotel Portfolio 2 Loan in whole or in part provided
that the conditions set forth in the loan documents are satisfied, including no
defeasance will be permitted until after the second anniversary of the creation
of the securitization trust or if any event of default under the mortgage loan
documents has occurred and is continuing. Partial release of the collateral is
permitted upon satisfaction of the partial defeasance conditions.

ADDITIONAL DEBT. The Residence Inn Hotel Portfolio 2 Borrowers will not be
permitted to further encumber the property or incur additional indebtedness
while the Residence Inn Hotel Portfolio 2 Loan is outstanding, except, if the
DSCR is greater than 1.50x and the LTV based on new appraisals is not more than
70%, then the Residence Inn Hotel Portfolio 2 Borrowers may incur mezzanine
indebtedness such that the loan-to-value ratio of total indebtedness (i.e.,
Residence Inn Hotel Portfolio 2 Loan plus mezzanine loan) does not exceed 75%
and the all-in DSCR does not fall below 1.35x. In addition, in connection with
the sale of the Residence Inn Hotel Portfolio 2 Properties where the purchaser
assumes the Residence Inn Hotel Portfolio 2 Loan in accordance with the
permitted transfers provision of the loan documents, a transferring Residence
Inn Hotel Portfolio 2 Borrower or sponsor may provide mezzanine financing to the
purchaser in an amount which, when taken together with any other financing
obtained by such purchaser, does not exceed 90% of the sale price, subject to
receipt of a rating agency confirmation letter.

SUBSTITUTION PROVISIONS. Subject to the terms and conditions set forth in the
loan agreement, Residence Inn Portfolio 2 Borrower(s) may, from time to time,
replace an individual property with a qualified substitute property (a "Property
Substitution"), provided certain conditions, including the following, are met:
(a) the aggregate of (i) the allocated loan amount with respect to the
individual property to be replaced (the "Original Property"), plus (ii) the
allocated loan amounts with respect to all individual properties previously or
simultaneously replaced by Property Substitutions, shall be less than 50% of the
then-current principal balance of the loan; (b) no event of default shall have
occurred and be continuing on such date either before or after the Property
Substitution; (c) the then-current market value of any proposed qualified
substitute property ("Substitute Property"), as determined by an appraisal
acceptable to a reasonable commercial mortgage lender, shall equal or exceed the
then-current market value of the Original Property immediately prior to the
Property Substitution; (d) the net operating income of any Substitute Property
for the twelve-month period trailing the date of determination ("TTM Period")
shall equal or exceed the net operating income of the Original Property; (e)
after giving effect to the Property Substitution, the DSCR for the aggregate
portfolio shall be no less than the greater of (i) 1.39x, and (ii) the DSCR with
respect to the Residence Inn Portfolio 1 Loan for the TTM Period; (f) each
Substitute Property shall be (i) fully constructed and operating for a minimum
of 12 months, and (ii) a limited service hotel property or full service hotel
property, in each case operating under a Marriott franchise or any other brand
affiliated with the foregoing; and (g) Residence Inn Portfolio 2 Borrower(s)
shall have delivered to the lender confirmation of each of the rating agencies
assigning a rating to securities issued in connection with the Residence Inn
Portfolio 2 Loan, that the Property Substitution will not result in the
qualification, withdrawal or downgrading of any such rating.

PROPERTY MANAGEMENT. Affiliates of Marriott are the property managers for all
the Residence Inn Hotel Portfolio 2 Properties. Marriott is a leading worldwide
hospitality company. Lodging activities, which include full-service,
select-service, extended-stay and timeshare segments, develop, operate and
franchise hotels and corporate housing properties under 13 separate brand names
in 66 countries. As of December 31, 2004, Marriott International Inc. operates
or franchises approximately 2,632 lodging properties with 482,186 rooms.

Each management agreement shall be terminated by the applicable Residence Inn
Hotel Portfolio 2 Borrower, at the lender's request, following any default
(beyond applicable notice and cure periods) by the manager which permits
termination of the management agreement. In the event that Marriott
International, Inc. elects not to renew the term of any management agreement at
the end of the initial term or any renewal term thereof, or if any management
agreement is otherwise terminated by the manager, then the applicable borrower
shall appoint a replacement manager and a replacement hotel franchise to occupy
and operate the property, each of which shall be acceptable to lender and the
rating agencies; provided, that Remington Lodging and Hospitality, L.P. shall be
deemed an acceptable replacement manager, and Starwood Hotels & Resorts
Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any
brand of any of them shall be deemed an acceptable replacement hotel franchise,
and the approval of any of the foregoing as manager or hotel franchise, as
applicable, by lender and the rating agencies will not be required.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       55


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EQUITY LIFESTYLE PORTFOLIO



[PHOTO OMITTED]                                                [PHOTO OMITTED]






                        PROPERTY INFORMATION
 Number of Mortgaged Real Properties                          3
 Location (City/State)                                See Table
 Property Type                             Manufactured Housing
 Size (Pads)                                              2,087
 Percentage Occupancy as of May 1, 2005                   100.0%(1)
 Year Built                                           See Table
 Year Renovated                                       See Table
 Appraisal Value                                    $56,200,000
 # of Tenants                                               NAP
 Average Rent Per Pad                                  $1,923.05(2)
 Underwritten Occupancy                                    93.1%(3)
 Underwritten Revenues                               $5,595,312
 Underwritten Total Expenses                         $1,750,938
 Underwritten Net Operating Income (NOI)             $3,844,374
 Underwritten Net Cash Flow (NCF)                    $3,740,024





                         LOAN INFORMATION
 Mortgage Loan Seller                                      CRF
 Origination Date                                June 10, 2005
 Cut-off Date Principal Balance                    $41,464,994
 Cut-off Date Loan Balance Per Pad                     $19,868
 Percentage of Initial Mortgage Pool Balance               2.0%
 Number of Mortgage Loans                                    1
 Type of Security (fee/leasehold)                          Fee
 Mortgage Rate                                          5.9330%
 Amortization Type                                     Balloon
 IO Period (Months)                                          0
 Original Term to Maturity/ARD (Months)                    120
 Original Amortization Term (Months)                       360
 Lockbox                                                  Soft
 Cut-off Date LTV Ratio                                   73.8%
 LTV Ratio at Maturity or ARD                             62.5%
 Underwritten DSCR on NOI                                 1.30x
 Underwritten DSCR on NCF                                 1.26x

---------------------
(1) The percentage occupancy is based on the number of seasonal pads rented for
    the season at each property and represents 204 pads for Alpine Lake; 1,105
    pads for Brennan Beach; and 161 pads for Sandy Beach. The season generally
    runs from May 1st to October 15th.
(2) Average Rent per pad for the Equity Lifestyle Portfolio is based on the
    number of seasonal pads rented for the season at each property and
    represents 204 pads for Alpine Lake; 1,105 pads for Brennan Beach; and 161
    pads for Sandy Beach. Seasonal units account for 27% of Alpine Lake revenue,
    62% of Brennan Beach revenue and 68% of Sandy Beach revenue.
(3) Underwritten Occupancy is based on the Underwritten Economic Occupancy.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       56


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

[MAPS OMITTED]





This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       57


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

THE LOAN. The mortgage loan (the "Equity Lifestyle Portfolio Loan") is evidenced
by a single promissory note secured by a first mortgage encumbering three mobile
home parks located in Contoocook, New Hampshire, Corinth, New York and Pulaski,
New York (collectively, the "Equity Lifestyle Portfolio Properties"). The Equity
Lifestyle Portfolio Loan represents approximately 2.0% of the initial mortgage
pool balance.

The Equity Lifestyle Portfolio Loan was originated on June 10, 2005, and has a
principal balance as of the cut-off date of $41,464,994. The Equity Lifestyle
Portfolio Loan has a remaining term of 119 months and a scheduled maturity date
of July 8, 2015. The Equity Lifestyle Portfolio Loan permits defeasance (i) in
whole or (ii) in part in connection with a release of an individual property, in
each case with non-callable government securities beginning two years after the
creation of the series 2005-CIP1 securitization trust. The Equity Lifestyle
Portfolio may be prepaid with a prepayment premium on or after April 8, 2015.

THE BORROWERS. The "Borrowers" are (i) MHC Alpine, L.L.C., (ii) MHC Brennan
Beach, L.L.C. and (iii) MHC Sandy Beach, L.L.C., each a Delaware limited
liability company and a special purpose entity. The sponsor of the Borrowers is
MHC Operating Limited Partnership, an Illinois limited partnership, an affiliate
of Equity Lifestyle Properties, Inc. MHC Operating Limited Partnership is also
the property manager for the Equity Lifestyle Portfolio Properties. MHC
Operating Limited Partnership is controlled by Equity Lifestyle Properties,
Inc., Equity Lifestyle Properties, Inc. (NYSE:ELS), a publicly traded REIT since
1993, has been in businesss for over 25 years. According to Equity Lifestyle
Properties, Inc.'s December 31, 2004 10-K (filed on March 31, 2005), the company
owned or had an ownership interest in a portfolio of 275 properties located in
25 states and British Columbia containing 101,231 residential sites. The company
employs approximately 1,500 employees with 2004 revenue of $353.0M (up 30.2%.
from 2003).

LOCKBOX. The mortgage loan requires a soft lockbox and in-place cash management.
Although a lockbox is not yet in place, the mortgage loan documents require the
borrower to establish a lockbox account. On each business day, all funds in the
lockbox account are transferred to an account specified by the Borrowers unless
a "cash management period" is continuing, in which event all funds in the
lockbox account are required to be transferred on a daily basis to a cash
management account. A "cash management period" means (i) any "seasonality
reserve period," (ii) any period commencing upon the maturity date of the Equity
Lifestyle Portfolio Loan, (iii) any period during which an event of default
under the loan documents is continuing or (iv) any "cash sweep period." A
"seasonality reserve period" means, in each calendar year during the loan term,
December 15 through the date upon which an amount of funds equal to the
aggregate tax and insurance monthly installments, required debt service payments
and capital expenditures reserve monthly installments for the twelve successive
months commencing on the next succeeding June 1 have been deposited into the
seasonality reserve sub-account. During the twelve successive months commencing
each June 1 during the loan term, payments due under the loan will be applied by
Lender from the seasonality reserve sub-account of the cash management to
satisfy monthly tax and insurance, debt service and capital expenditures reserve
payments. A "cash sweep period" will occur if, as of May 30 of any year, the
adjusted debt service coverage ratio for the Equity Lifestyle Portfolio Loan is
not greater than 1.20:1, and will continue until, as of May 30 of any year
thereafter, the adjusted debt service coverage ratio is 1.35:1 or greater. Cash
swept funds are deposited into a Debt Service Payment Reserve.

THE PROPERTIES(1). The Equity Lifestyle Portfolio Properties consist of three
recreational vehicle ("RV") resort and camping communities located in
Contoocook, NH, Saratoga, NY, and Corinth, NY. The Equity Lifestyle Portfolio
Properties in the aggregate contain approximately 2,087 RV sites located on a
total of 424 acres.


The following table presents certain information relating to the Equity
Lifestyle Portfolio Properties:



<TABLE>

                              PORTFOLIO PROPERTIES
                                                                         % OF
                                               YEAR BUILT/    NUMBER     TOTAL
           PROPERTY              LOCATION       RENOVATED    OF PADS     PADS

 Alpine Lake ..............    Corinth, NY     1978/2003        500      24.0%
 Brennan Beach ............    Pulaski, NY       1965         1,400      67.1%
 Sandy Beach ..............  Contoocook, NH    1960/2003        187       9.0%
--------------------------- ----------------   ---------      -----     -----
 TOTAL/WEIGHTED AVERAGE ...                                   2,087     100.0%




                                                 AVERAGE
                                 AVERAGE         MARKET                       APPRAISED
           PROPERTY            RENT/PAD(2)     RENT/PAD(3)    OCCUPANCY(4)      VALUE

 Alpine Lake .............. $  2,477.16     $  3,487.50         100.0%    $ 20,110,000
 Brennan Beach ............ $  1,692.75     $  3,037.50         100.0%    $ 29,420,000
 Sandy Beach .............. $  2,801.55     $  3,087.50         100.0%    $  6,670,000
---------------------------------------     -----------         -----     ------------
 TOTAL/WEIGHTED AVERAGE ... $  1,923.05     $  3,204.17         100.0%    $ 56,200,000
</TABLE>

SANDY BEACH RV RESORT COMMUNITY. The Sandy Beach RV Resort Community is a
seasonal resort community located at 677 Clement Hill Road, Contoocook, NH. The
community was originally developed in the 1960s and underwent a utility upgrade
and modernization in 2000 to allow for full hookups at each site, including
50-amp electrical service, telephone jack, high-speed Internet and cable lines,
and new water and wastewater lines to each pad site.  Typical pad sites are
approximately 2,500-3,000 square feet in size.

---------------------
(1) Certain information obtained from a third-party appraisal. The appraisal
    relies upon many assumptions, and no representation is made as to the
    accuracy of the assumptions underlying the appraisal.
(2) Average Rent per pad for the Equity Lifestyle Portfolio is based on the
    number of seasonal pads rented for the season at each property and
    represents 204 pads for Alpine Lake; 1,105 pads for Brennan Beach; and 161
    pads for Sandy Beach. The season generally runs from May 1st to October
    15th.
(3) Market Rent per pad is based on seasonal rents at competitive properties.
(4) The percentage occupancy is based on the number of seasonal pads rented for
    the season at each property and represents 204 pads for Alpine Lake; 1,105
    pads for Brennan Beach; and 161 pads for Sandy Beach. Seasonal units account
    for 27% of Alpine Lake revenue, 62% of Brennan Beach revenue and 68% of
    Sandy Beach revenue.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       58


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The community is situated on 39 acres and contains 187 sites, of which 182 are
RV sites, three are rental cabins and two are residential dwellings. Of the 182
RV sites, there are 161 (seasonal sites, meaning they are rented out by the
season rather than by the night or week. These sites are 100% occupied for the
2005 season (which runs from May 1 to October 15).According to the management
company there is a waiting list of 30-40 families who have requested seasonal
sites and that the seasonal occupancy has been 100% since 2002.1 The seasonal
sites are occupied by either a tenant- or park- owned model or travel trailer
that typically is improved with landscaping and decks. The remaining 21 sites
are transient. These sites accommodate daily, weekly or monthly renters.

The Sandy Beach RV Resort Community has lake frontage and a beach along Rolfe
Pond. Resort amenities include a large gazebo, a tennis court, recreational
equipment/playground on the beach, a community store, and an on-site manager.
Two bathhouses are located in the community, one of which was recently
constructed. A laundry facility was also recently constructed.

ALPINE LAKE RV RESORT COMMUNITY. The Alpine Lake RV Resort Community is a
seasonal resort community located at 78 Heath Road, Corinth, NY. The community
was originally developed in 1978 and recently underwent a utilities update to
provide state-of-the-art, full hookup services at each of the sites. Typical
sites are pull-throughs, and all include full hookups with 30- or 50-amp
electrical service, modem and cable lines, as well as water and wastewater
lines to each site.  Typical sites range in size from 2,000 square feet to
4,000 square feet.

The community is situated on 185 acres and contains 500 sites, of which 204 are
seasonal RV sites, 286 are transient RV sites, and 10 are rental cabins. The
seasonal RV sites are 100% occupied for the 2005 season (May 1 to October 15).
According to the management company there is a 150-person waiting list for the
seasonal sites(2). The seasonal sites are occupied by either a tenant-or park-
owned model or travel trailer that typically is improved with landscaping and
decks. The transient sites accommodate daily, weekly or monthly renters.

The Alpine Lake RV Resort Community has a waterfront location on Alpine Lake
and encompasses a pond.  Resort amenities include two in-ground pools, two
tennis court areas, a sports field, a picnic area, a community store, a
recreation building, a teen recreation center and a community clubhouse that
features a game room/arcade, bingo hall, shuffleboard court, and horseshoe
pits.  There is a full-service restaurant located on the shore of the pond.
The resort offers recreational activities including rental paddle boats and
off-road motorbikes.  There are several bathhouses located throughout the
community, one of which includes a laundry room. There is also a trolley that
transports visitors from the resort to Lake George. The Alpine Lake RV Resort
Community has received a five-star recreation rating from Woodall's.

BRENNAN BEACH RV RESORT COMMUNITY. The Brennan Beach RV Resort Community is a
seasonal resort community located at 80 Brennan Beach, Pulaski, NY. The
community was originally developed in the 1960's and recently underwent an
infrastructure upgrade.  All sites are equipped for full hookup with 30- or
50-amp electrical service and cable lines, as well as water and wastewater
lines.  Seasonal sites are approximately 2,500 square feet and transient sites
are approximately 4,000 square feet.

The community is situated on 200 acres and contains 1,400 sites, of which
approximately 1,105 are seasonal RV sites, 271 are transient RV sites and 24
rental cabins. The seasonal RV sites are 100% occupied for the 2005 season (May
1 to October 15). According to the management company there is a 200-person
waiting list for the seasonal sites.1 The seasonal sites are occupied by either
a tenant- or park- owned model or travel trailer that typically is improved
with landscaping and decks. The transient sites accommodate daily, weekly or
monthly renters.

The Brennan Beach RV Resort Community has a waterfront location. Amenities
include three in-ground pools, two tennis court areas, a sports field, a picnic
area, a community store and restaurant, a recreation building, a community
clubhouse featuring indoor miniature golf and game room, a shuffle board court,
and several bathhouses. The resort offers a series of shower and bathroom
buildings dispersed throughout the community as well as a laundry facility. The
Brennan Beach RV Resort Community has received a five-star recreation rating
from Woodall's.

---------------------
(1) CRF was not able to verify this information.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.

                                       59


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

THE MARKET.(1) The Sandy Beach RV Resort Community is located approximately 14.8
miles North of the state capitol of New Hampshire, Concord, and approximately
over 78 miles from the Boston, MA area. Nearby attractions include the White
Mountains and the New Hampshire seacoast.  The resort is approximately 30 miles
from the New Hampshire International Speedway in Louden (NASCAR) and
approximately 20 miles away from retail centers in Manchester.

The Alpine Lake RV Resort Community is located between Saratoga Springs and
Lake George, New York, in the Adirondack vacation area.  Lake George offers
recreational activities and vacation venues including Water Slide World, Fort
William Henry, Great Escape & Splashwater Kingdom, Lake George Steamboat
Company, and Lake George Opera.Additionally, Saratoga has the oldest horse
racetrack in the U.S.  Additional attractions include Saratoga's Performing
Arts Center (SPAC), Saratoga Equine Sports Center and the Albany-Saratoga
Speedway.  Local attractions include health resorts, historical attractions, a
rodeo and white water rafting.

The Brennan Beach RV Resort Community is located in the village of Pulaski, NY
which is located approximately 43 miles north of Syracuse.  The community
overlooks a sandy beach on the eastern shores of Lake Ontario. Local
attractions include fishing either on Lake Ontario or in nearby rivers.

ESCROWS/RESERVES. The following escrows/reserves have been established with
respect to the Equity Lifestyle Portfolio Loan:



                       ESCROWS/RESERVES
              TYPE:                   INITIAL        MONTHLY
  Taxes ........................   $   210,682      $0
  Insurance ....................   $    62,389      $0
  Immediate Repairs ............   $ 1,405,471      $0
  Capital Expenditures .........   $   104,350      $0
  Seasonality Reserve ..........   $ 2,964,344      $0
  Debt Service Reserve .........   $ 1,482,172      $0

DEBT SERVICE RESERVE. The initial deposit represents six month of debt service.
Amounts in this reserve are held as additional collateral for the Equity
Lifestyle Portfolio Loan and will be released to the borrower under the
following terms: (a) in the even that the DSCR for the loan exceeds 1.50:1 for
three succeeding annual determinations and no event of default has occurred and
is continuing, 50% of the then current balance will be released; and (b) in the
event that the DSCR for the loan exceeds 1.70:1 for any subsequent annual
determination and no event of default has occurred and is continuing, the
balance of the reserve will be released.

SEASONALITY RESERVE. The initial deposit represents 12 months of debt service.
This reserve has been established to account for the seasonal nature of revenues
at the Equity Lifestyle Portfolio Properties. Amounts in this reserve will be
transferred monthly to the lender in an amount equal to the debt service then
due. Additionally, this reserve will be funded throughout the life of the Equity
Lifestyle Portfolio Loan by a cash flow sweep commencing on December 15 and
continuing until amounts on deposit are sufficient to pay the debt service,
taxes, insurance, and capital expenditure reserve amount for the twelve months
commencing on the following June 15. See "Lockbox" above.

TAXES, INSURANCE AND CAPITAL EXPENDITURE RESERVE. The initial deposits represent
twelve months of escrows for these amounts. Future escrows for taxes, insurance,
and capital expenditures will be funded through the seasonality reserve
described above.

MONTHLY RESERVES/ESCROWS. Amounts for taxes, insurance, and capital expenditures
are escrowed/reserved on an ongoing basis through the seasonality reserve
described above.

RELEASE PROVISIONS. So long as no event of default under the mortgage loan is
continuing, the Equity Lifestyle Portfolio Loan permits partial defeasance of
the loan in connection with a release of individual properties with non-callable
government securities beginning two years after the creation of the series
2005-CIP1 securitization trust, in an amount equal to the greater of (i) 125% of
the allocated loan amount of the property to be defeased, (ii) in the event that
such partial defeasance is in connection with the sale of the property to be
defeased to a third party unaffiliated with the Borrowers or its sponsor, in an
arm's-length transaction pursuant to the permitted transfer provisions of the
loan documents, an amount equal to 85% of the gross sales price to be paid by or
on behalf of such transferee for purchase of such property, and (iii) an amount
which causes the adjusted debt service coverage ratio with respect to the
undefeased portion of the Equity Lifestyle Portfolio Loan to be at least 1.35:1.
The conditions for partial defeasance include payment by the Borrowers of all
reasonable fees and expenses associated with the partial defeasance, and written
confirmation from the relevant rating agencies that such partial defeasance will
not result in any withdrawal, qualification or downgrade the then-applicable
rating on any security issued in connection with the Equity Lifestyle Portfolio
Loan.

---------------------
(1) Certain information obtained from a third-party appraisal. The appraisal
    relies upon many assumptions, and no representation is made as to the
    accuracy of the assumptions underlying the appraisal.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       60


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

TRANSFER. The borrowers at origination have transferred their interests in and
to the Equity Lifestyle Portfolio Properties to a third party transferee
comprised of affiliates of Equity Lifestyle Properties, Inc. In connection with
such transfer, the transferee has assumed the original borrowers' rights and
obligations in connection with the Equity Lifestyle Portfolio Loan. The transfer
has been structured as a "reverse 1031 exchange" whereby the original borrowers
transferred title to the Equity Lifestyle Portfolio Properties to the new
Borrower (comprised of three entities satisfying the special-purpose entity
requirements of the loan documents) of which 100% is owned by a third party 1031
exchange accommodator. The new Borrow simultaneously leased the Equity Lifestyle
Portfolio Properties to another entity satisfying the special-purpose entity
requirements and affiliated with Equity Lifestyle Properties, Inc. to operate
and manage the Equity Lifestyle Portfolio Properties. The new Borrower and the
operating lessee provided a fee and leasehold mortgage of their interests in the
property as security for the Equity Lifestyle Portfolio Loan. In addition, MHC
Operating Limited Partnership ("MHC"), an Illinois limited partnership, an
affiliate of Equity Lifestyle Properties, Inc., provided a recourse guaranty and
environmental indemnity in connection with the Equity Lifestyle Portfolio Loan.
At or prior to the expiration of a time period to accommodate the tax-deferred
exchange, 100% of the membership interest in the Borrower will be transferred to
MHC, and upon such transfer the operating lease, by its terms, will terminate.
In connection with the foregoing transaction, MHC has made a loan to the
Borrower (owned by the third party accommodator) in an amount equal to
sufficient to enable the Borrower to purchase the Equity Lifestyle Portfolio
Properties. Such loan is evidenced by a promissory note, which is unsecured and
by its terms is subject and subordinate to the Equity Lifestyle Portfolio Loan.
The Borrower's obligations under the promissory note shall be fully discharged
upon conveyance of the membership interests in the Borrower to MHC.

PROPERTY MANAGEMENT. MHC Operating Limited Partnership is also the property
manager for the Equity Lifestyle Portfolio Properties. MHC Operating Limited
Partnership is controlled by Equity Lifestyle Properties, Inc., Equity Lifestyle
Properties, Inc. (NYSE:ELS), a publicly traded REIT since 1993, has been in
businesss for over 25 years. According to Equity Lifestyle Properties, Inc.'s
December 31, 2004 10-K (filed on March 31, 2005), the company owned or had an
ownership interest in a portfolio of 275 properties located in 25 states and
British Columbia containing 101,231 residential sites. The company employs
approximately 1,500 employees with 2004 revenue of $353.0M (up 30.2%. from
2003).

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       61


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

SAN ANTONIO PORTFOLIO

[PHOTO OMITTED]                                              [PHOTO OMITTED]







                   PROPERTY INFORMATION
 Number of Mortgaged Real Properties                        10
 Location (City/State)                          Various, Texas
 Property Type                                       Mixed Use
 Size (Square Feet)                                    498,919
 Percentage Occupancy as of various Occupancy Dates       94.0%
 Year Built                                          See Table
 Year Renovated                                      See Table
 Appraisal Value                                   $51,910,000
 # of Tenants                                              132
 Average Rent Per Square Foot                           $11.21
 Underwritten Occupancy                                   90.5%
 Underwritten Revenues                              $6,717,022
 Underwritten Total Expenses                        $2,423,397
 Underwritten Net Operating Income (NOI)            $4,293,625
 Underwritten Net Cash Flow (NCF)                   $3,927,275






                    MORTGAGE LOAN INFORMATION
 Mortgage Loan Seller                                     MLML
 Origination Date                                June 23, 2005
 Cut-off Date Principal Balance                    $39,800,000
 Cut-off Date Loan Balance Per SF/Unit                     $80
 Percentage of Initial Mortgage Pool Balance               1.9%
 Number of Mortgage Loans                                    1
 Type of Security (fee/leasehold)                          Fee
 Mortgage Rate                                          5.6780%
 Amortization Type                                  IO-Balloon
 IO Period (Months)                                         36
 Original Term to Maturity/ARD (Months)                    120
 Original Amortization Term (Months)                       360
 Lockbox                                                  Hard
 Cut-off Date LTV Ratio                                   76.7%
 LTV Ratio at Maturity or ARD                             68.8%
 Underwritten DSCR on NOI                                 1.55x
 Underwritten DSCR on NCF                                 1.42x


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       62


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

[MAP OMITTED]





This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.

                                       63


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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "San Antonio Portfolio Loan") is evidenced by a
single promissory note secured by a first mortgage encumbering 9 retail
properties and 1 self storage property (the San Antonio Portfolio Properties")
located in the state of Texas. The San Antonio Portfolio Loan represents
approximately 1.9% of the initial mortgage pool balance.

The San Antonio Portfolio Loan was originated on June 23, 2005 and has a
principal balance as of the cut-off date of $39,800,000. The San Antonio
Portfolio Loan has a remaining term of 119 months and a scheduled maturity date
of July 1, 2015. The San Antonio Portfolio Loan may be prepaid on or after May
1, 2015 and permits defeasance with United States government obligations
beginning two years after the creation of the securitization trust.

THE BORROWERS. The borrowers, Countryside Plaza, Ltd., Southwest Junction, Ltd.,
and B&M Real Estate, Ltd., (the "San Antonio Portfolio Borrowers") are each a
Texas limited partnership. The general partner of Countryside Plaza, Ltd. is
KLMR-LRB Countryside, L.L.C., a Delaware limited liability company which owns a
1.08% general partnership interest in Countryside Plaza, Ltd. Larry R.
Baumgardner and KLMR, Inc. each own a 50% membership interest in KLMR-LRB
Countryside, L.L.C. KLMR, Inc. is wholly owned by Maychild, Ltd. Maychild, Ltd.
is wholly owned by various members of the Mays family. The 98.92% limited
partnership interests in Countryside Plaza Ltd. are owned indirectly by Larry R.
Baumgardner (14.013%) and Carole Baumgardner (13.197%) and directly by Maychild,
Ltd. (71.71%). The general partner of Southwest Junction, Ltd. is KLMR-LRB
Southwest, L.L.C., a Delaware limited liability company which owns a 1.08%
general partnership interest in Southwest Junction, Ltd. Larry R. Baumgardner
and KLMR, Inc. each own a 50% membership interest in KLMR-LRB Southwest, L.L.C.
The 98.92% limited partnership interests in Southwest Junction, Ltd. are owned
indirectly by Larry R. Baumgardner (14.013%) and Carole Baumgardner (13.197) and
directly by Maychild, Ltd. (71.71%). The general partner of B&M Real Estate,
Ltd. is B&M Delaware, L.L.C., a Delaware limited liability company which owns a
1.08% general partnership interest in B&M Real Estate, Ltd. LRB Properties, Inc.
and KLMR, Inc. each own a 50% membership interest in B&M Delaware, L.L.C. The
98.92% limited partnership interests in B&M Real Estate, Ltd. are directly owned
by Larry R. Baumgardner (27.21%) and Maychild, Ltd. (71.71%).


Larry R. Baumgardner and Randall T. Mays, serve as the indemnitors for the San
Antonio Portfolio Loan. Randall T. Mays is Executive Vice President and Chief
Financial Officer of Clear Channel Worldwide. Clear Channel Worldwide currently
owns over 1200 radio stations, 36 television stations, over 770,000 outdoor
advertising displays and the LIVE entertainment company. Mr. Baumgardner is the
principal of Dominion Advisory Group a diversified, full service, corporate
real estate services firm based in San Antonio, Texas, formed in 1993, as well
as an integrated group of related companies.

LOCKBOX. The San Antonio Portfolio Loan requires a hard lockbox and cash
management. The loan documents require the San Antonio Portfolio Borrowers to
direct the tenants (with the exception of the Bulverde Mini Storage Property)
to deposit all rents and other revenue from the San Antonio Portfolio
Properties directly into the clearing account. With respect to the Bulverde
Mini-Storage Property only, the San Antonio Portfolio Borrowers (i) shall not
be required to send tenant direction letters to the tenants at the Bulverde
Mini -Storage Property and (ii) shall collect or cause the manager to collect
all of the rents for the Bulverde Mini-Storage Property and deposit them into
the clearing account within one (1) business day of receipt. Each business day,
all funds in the clearing account are transferred to a cash management account.
Provided no event of default is continuing, funds in the cash management
account are applied to fund tax and insurance reserve accounts, pay monthly
debt service, fund replacement reserves, tenant improvement and leasing
commission reserves, and pay all costs and expenses incurred by the cash
management bank in connection with administering the cash management account
and, following a Cash Management Period (defined below), operating expenses and
extraordinary expenses for the applicable month. Prior to the occurrence of a
Cash Management Period, all funds remaining in the cash management account
(after deposits for the items referred to in the immediately preceding
sentence) shall be disbursed to an account specified by the San Antonio
Portfolio Borrowers and upon the occurrence and during the continuance of a
Cash Management Period, all funds remaining in the cash management account
(after deposits for the items referred to in the immediately preceding
sentence) shall be deposited into the excess cash reserve account and held by
the lender as additional collateral for the San Antonio Portfolio Loan

"Cash Management Period" shall mean the period (a) commencing on the date upon
which the debt service coverage ratio for the San Antonio Portfolio Properties,
as reasonably determined by the lender, for the immediately preceding three
month period is less than 1.15 to 1.00, and ending on the date the debt service
coverage ratio equals or exceeds 1.15 to 1.00 for the immediately preceding
three month period or (b) commencing on the date upon which an event of default
occurs and ending on the date that such event of default is cured.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
                                       64


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

THE PROPERTIES.


The following table presents certain information regarding the San Antonio
Portfolio Properties:



<TABLE>

                                   PORTFOLIO PROPERTIES

                                                       PROPERTY     YEAR BUILT/    SQUARE
              PROPERTY                 LOCATION         TYPE         RENOVATED      FEET

 1310 SW Military Drive ........  San Antonio, TX      Retail         1983        13,732
 Bulverde Market Center ........    Bulverde, TX       Retail         1997        11,400
 Countryside Plaza .............  San Antonio, TX      Retail       1981/1991     88,169
 Ingram Place ..................  San Antonio, TX      Retail         1978        55,773
 Sonterra Place ................  San Antonio, TX      Retail         2004        12,000
 SW Junction I & II ............  San Antonio, TX      Retail       1984/2001    163,908
 Village at Ingram Park ........  San Antonio, TX      Retail       1975/2001     58,979
 West Plaza ....................  San Antonio, TX      Retail         1984        10,964
 Windcrest Shopping Center .....  San Antonio, TX      Retail         1971        42,869
 Bulverde Mini-Storage .........    Bulverde, TX    Self Storage      1997        41,125
-------------------------------- ----------------- --------------   ---------    -------
 TOTAL/WEIGHTED AVERAGE ........                                                 498,919




                                    % OF
                                    TOTAL
                                   SQUARE                                                APPRAISED
              PROPERTY              FEET      OCCUPANCY          PRIMARY TENANT           VALUE

 1310 SW Military Drive ........     2.8%     100.0%     Diversions Game Room, Inc.    $ 1,600,000
 Bulverde Market Center ........     2.3%      89.5%            Dr. Sykes DDS          $ 1,110,000
 Countryside Plaza .............    17.7%      96.4%            Office Depot           $12,100,000
 Ingram Place ..................    11.2%      79.6%      US Army, Navy, Air Force     $ 5,500,000
 Sonterra Place ................     2.4%     100.0%             Buffet King           $ 3,850,000
 SW Junction I & II ............    32.9%      99.2%               Academy             $13,800,000
 Village at Ingram Park ........    11.8%      95.4%             Schoolocker           $ 7,200,000
 West Plaza ....................     2.2%      89.5%       Bridgeway Bible Church      $ 1,100,000
 Windcrest Shopping Center .....     8.6%      95.3%            China Harbor           $ 3,900,000
 Bulverde Mini-Storage .........     8.2%      83.1%                                   $ 1,750,000
---------------------------------  -----      -----      ----------------------------  -----------
 TOTAL/WEIGHTED AVERAGE ........   100.0%      94.0%                                   $51,910,000
</TABLE>

The following table presents certain information relating to the major tenants
at the San Antonio Portfolio Properties:



<TABLE>

                                                            TENANT(1)

                                                              CREDIT RATINGS    SQUARE     % OF        BASE RENT        LEASE
                TENANT NAME                 PARENT COMPANY   (FITCH/MOODY'S)     FEET      GLA(2)     PER SQUARE FOOT   EXPIRATION

 Academy .............................                            NR/NR        59,418     13.0%          $ 5.00       8/31/2017
 Office Depot of Texas, L.P. .........  Office Depot, Inc.       NR/Baa3       27,910      6.1%          $ 7.62       3/31/2009
 Fallas Paredes.. ....................                            NR/NR        22,500      4.9%          $ 5.00       5/31/2008
</TABLE>

---------------------
(1) Information obtained from the San Antonio Portfolio Borrowers' rent roll
    except credit ratings.
(2) Bulverde Mini-Storage square footage was not used in calculating GLA%.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       65


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

The following table presents certain information relating to the lease rollover
schedule at the San Antonio Portfolio Properties:



<TABLE>

                      LEASE ROLLOVER SCHEDULE(1,2)

                           NUMBER      SQUARE      % OF
                         OF LEASES     FEET        GLA      BASE RENT
            YEAR          EXPIRING   EXPIRING   EXPIRING    EXPIRING

 Vacant ...............       NAP     22,994     5.0%          NAP
 Month-to-Month .......         8     16,638     3.6%      $  120,202
 2005 .................         5     18,742     4.1%      $  189,324
 2006 .................        18     32,081     7.0%      $  478,975
 2007 .................        28     52,071    11.4%      $  714,333
 2008 .................        37     89,986    19.7%      $  953,895
 2009 .................        12     49,757    10.9%      $  455,957
 2010 .................         8     21,859     4.8%      $  251,589
 2011 .................         1       5000     1.1%      $  118,750
 2012 .................         5     24,022     5.2%      $  378,224
 2013 .................         2     15,244     3.3%      $  200,573
 2014 .................         1      1,845     0.4%      $    9,299
 2015 .................         1     14,000     3.1%      $  100,800
 Thereafter ...........         6     93,555    20.4%      $  901,989
-----------------------       ---    -------   -----       ----------
 TOTAL ................       132    457,794   100.0%      $4,873,909




                          % OF BASE    CUMULATIVE    CUMULATIVE    CUMULATIVE    CUMULATIVE %
                            RENT      SQUARE FEET     % OF GLA     BASE RENT    OF BASE RENT
            YEAR          EXPIRING      EXPIRING      EXPIRING      EXPIRING      EXPIRING

 Vacant ...............      NAP          22,994     5.0%             NAP            NAP
 Month-to-Month .......     2.5%          39,632     8.7%         $  120,202        2.5%
 2005 .................     3.9%          58,374    12.8%         $  309,526        6.4%
 2006 .................     9.8%          90,455    19.8%         $  788,501       16.2%
 2007 .................    14.7%         142,526    31.1%         $1,502,835       30.8%
 2008 .................    19.6%         232,512    50.8%         $2,456,729       50.4%
 2009 .................     9.4%         282,269    61.7%         $2,912,686       59.8%
 2010 .................     5.2%         304,128    66.4%         $3,164,275       64.9%
 2011 .................     2.4%         309,128    67.5%         $3,283,025       67.4%
 2012 .................     7.8%         333,150    72.8%         $3,661,248       75.1%
 2013 .................     4.1%         348,394    76.1%         $3,861,821       79.2%
 2014 .................     0.2%         350,239    76.5%         $3,871,120       79.4%
 2015 .................     2.1%         364,239    79.6%         $3,971,920       81.5%
 Thereafter ...........    18.5%         457,794   100.0%         $4,873,909      100.0%
-----------------------   -----          -------   -----          ----------      -----
 TOTAL ................   100.0%         457,794   100.0%         $4,873,909      100.0%
</TABLE>

THE MARKET.(3) The San Antonio Portfolio Properties are located in and around
San Antonio, Texas. The San Antonio metropolitan statistical area (MSA) consists
of Bexar, Comal, Guadalupe, and Wilson Counties, which cover more than 3,338
square miles in South Central Texas. The city of San Antonio, which is located
in Bexar County, is the dominant regional influence (the County seat is in the
city and it contains most of the MSA's residents). The estimated population of
the city of San Antonio grew from 941,700 in 1990 to 1,212,077 in January 2004.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the San Antonio Portfolio Loan:


                      ESCROWS / RESERVES

  TYPE:                                   INITIAL      MONTHLY
  Taxes .............................    $428,835      $71,473
  Insurance .........................    $ 48,048      $13,155
  Engineering .......................    $ 30,860      $     0
  Capital Expenditures ..............    $      0      $ 6,236
  Rollover Reserve ..................    $      0      $12,500
  Tenant Estoppel Reserve ...........    $ 25,000      $     0

Monthly Rollover Reserve. The monthly deposits will be suspended once the
account balance reaches $150,000.00.

PARTIAL DEFEASANCE. The San Antonio Portfolio Borrowers may elect to defease the
San Antonio Portfolio Loan in whole or in part provided that the conditions set
forth in the loan documents are satisfied, including no defeasance will be
permitted until after the second anniversary of the creation of the
securitization trust or if any event of default under the mortgage loan
documents has occurred and is continuing.

ADDITIONAL DEBT: The San Antonio Portfolio Loan permits future mezzanine debt up
to $3,000,000 to be secured by partnership interests in the San Antonio
Portfolio Borrowers. This subordinate debt will be subject to a maximum
loan-to-value of 85% and a debt service coverage ratio of no less than 1.20x.

PROPERTY MANAGEMENT. The properties will be managed by Dominion Advisory Group,
Inc., an affiliate of the San Antonio Portfolio Borrowers. Mr. Larry Baumgardner
is the principal of Dominion Advisory Group a diversified, full service,
corporate real estate services firm based in San Antonio, Texas formed in 1993,
as well as an integrated group of related companies. Dominion Advisory Group,
Inc. has represented clients including Office Depot, Bank of America, Dollar
General, Home Depot, Petco, Clear Channel Communication, Wells Fargo Bank,
Target Stores, as well as many others. The firm's inventory is generally in
excess of one million square feet of space.

---------------------
(1) Information obtained from the San Antonio Portfolio Borrowers' rent roll.
(2) The Lease Rollover Schedule for San Antonio Portfolio Loan does not include
    Bulverde Mini-Storage square footage.
(3) Certain information obtained from a third party appraisal. The appraisal
    relies on many assumptions, and no representation is made as to the accuracy
    of the assumptions underlying the appraisal.


This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities
North America Inc., PNC Capital Markets, Inc. or Wachovia Capital Markets, LLC
(collectively, the "Underwriters") is soliciting any action based upon it. This
material is not to be construed as an offer to sell or the solicitation of any
offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal. This material is based on information that the
Underwriters consider reliable, but the Underwriters do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may
pertain to securities that ultimately are not sold. The information contained in
this material may be based on assumptions regarding market conditions and other
matters as reflected herein. The Underwriters make no representation regarding
the reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. The Underwriters and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options). This material may be filed
with the Securities and Exchange Commission (the "SEC") and incorporated by
reference into an effective registration statement previously filed with the SEC
under Rule 415 of the Securities Act of 1933, including all cases where this
material does not pertain to securities that are utlimately offered for sale
pursuant to such registration statement. Information contained in this material
is current as of the date appearing in this material only. Information in this
material regarding any assets backing any securities discussed herein supersedes
all prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.

                                       66

                                                                         ANNEX D
<TABLE>


                                          CLASS XP REFERENCE RATE SCHEDULE


     INTEREST                            CLASS XP           INTEREST                           CLASS XP
      ACCRUAL                           REFERENCE            ACCRUAL                           REFERENCE
      PERIOD      DISTRIBUTION DATE       RATE %             PERIOD     DISTRIBUTION DATE        RATE %
--------------------------------------------------      -------------------------------------------------

         1               9/12/2005      5.3535900              49               9/12/2009      5.3490400
         2              10/12/2005      5.1770300              50              10/12/2009      5.1754100
         3              11/12/2005      5.3505200              51              11/12/2009      5.3487900
         4              12/12/2005      5.1768900              52              12/12/2009      5.1751700
         5               1/12/2006      5.1768100              53               1/12/2010      5.1750300
         6               2/12/2006      5.1767500              54               2/12/2010      5.1749200
         7               3/12/2006      5.1769100              55               3/12/2010      5.1752300
         8               4/12/2006      5.3501300              56               4/12/2010      5.3481200
         9               5/12/2006      5.1765100              57               5/12/2010      5.1745100
        10               6/12/2006      5.3499800              58               6/12/2010      5.3479800
        11               7/12/2006      5.1763600              59               7/12/2010      5.2046700
        12               8/12/2006      5.3498200              60               8/12/2010      5.4192500
        13               9/12/2006      5.3497500              61               9/12/2010      5.4427300
        14              10/12/2006      5.1761400              62              10/12/2010      5.2660700
        15              11/12/2006      5.3495900              63              11/12/2010      5.4424700
        16              12/12/2006      5.1759900              64              12/12/2010      5.2658200
        17               1/12/2007      5.1759000              65               1/12/2011      5.2656800
        18               2/12/2007      5.1758300              66               2/12/2011      5.2655600
        19               3/12/2007      5.1760000              67               3/12/2011      5.2660500
        20               4/12/2007      5.3491600              68               4/12/2011      5.4417800
        21               5/12/2007      5.1755700              69               5/12/2011      5.2651500
        22               6/12/2007      5.3489900              70               6/12/2011      5.4415100
        23               7/12/2007      5.1754000              71               7/12/2011      5.2648800
        24               8/12/2007      5.3517300              72               8/12/2011      5.4412300
        25               9/12/2007      5.3516400              73               9/12/2011      5.4411000
        26              10/12/2007      5.1779600              74              10/12/2011      5.2644800
        27              11/12/2007      5.3514400              75              11/12/2011      5.4408100
        28              12/12/2007      5.1777400              76              12/12/2011      5.2642000
        29               1/12/2008      5.3512100              77               1/12/2012      5.4405200
        30               2/12/2008      5.1775200              78               2/12/2012      5.2639200
        31               3/12/2008      5.1775300              79               3/12/2012      5.2640000
        32               4/12/2008      5.3508500              80               4/12/2012      5.4400700
        33               5/12/2008      5.1771700              81               5/12/2012      5.2634800
        34               6/12/2008      5.3506100              82               6/12/2012      5.4386800
        35               7/12/2008      5.1769400              83               7/12/2012      5.2621300
        36               8/12/2008      5.3506100              84               8/12/2012      5.4931900
        37               9/12/2008      5.3505000              85               9/12/2012      5.5422600
        38              10/12/2008      5.1768300              86              10/12/2012      5.3624900
        39              11/12/2008      5.3502700              87              11/12/2012      5.5422200
        40              12/12/2008      5.1766100              88              12/12/2012      5.3624500
        41               1/12/2009      5.1764800              89               1/12/2013      5.3624300
        42               2/12/2009      5.1763800              90               2/12/2013      5.3624100
        43               3/12/2009      5.1766700              91               3/12/2013      5.3632300
        44               4/12/2009      5.3496500              92               4/12/2013      5.5421000
        45               5/12/2009      5.1760000              93               5/12/2013      5.3623400
        46               6/12/2009      5.3494100              94               6/12/2013      5.5420500
        47               7/12/2009      5.1757700              95               7/12/2013      5.3622900
        48               8/12/2009      5.3491600              96               8/12/2013      5.5420100

</TABLE>






























                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

<TABLE>



                                                                                                                             ANNEX E
ABN AMRO
LaSalle Bank N.A.                                   MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
135 S. LaSalle Street Suite 1625           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
Chicago, IL 60603                                       SERIES 2005-CIP1                                Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                     ABN AMRO ACCT: XX-XXXX-XX-X
Administrator:                                                                                          Analyst:
                                                 REPORTING PACKAGE TABLE OF CONTENTS

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

================================      ====================================================    ======================================
                                      Statements to Certificateholders             Page(s)
Issue Id:         MLMT05CIP1          REMIC Certificate Report                                Closing Date:                8/24/2005
Monthly Data File Name:               Bond Interest Reconciliation                            First Payment Date:          9/12/2005
         MLMT05CIP1_YYYYMM_3.zip      Cash Reconciliation Summary                             Assumed Final Payment Date:  7/12/2038
                                      15 Month Historical Loan Status Summary
                                      15 Month Historical Payoff/Loss Summary
                                      Historical Collateral Level Prepayment Report
                                      Delinquent Loan Detail
                                      Mortgage Loan Characteristics
                                      Loan Level Detail
                                      Specially Serviced Report
                                      Modified Loan Detail
                                      Realized Loss Detail
                                      Appraisal Reduction Detail
================================      ====================================================    ======================================

               ======================================================================================================
                                                     PARTIES TO THE TRANSACTION
               ------------------------------------------------------------------------------------------------------
                                          DEPOSITOR: Merrill Lynch Mortgage Investors, Inc.
                    UNDERWRITER: Merrill Lynch; Pierce, Fenner & Smith Inc.; Countrywide Securities Corporation;
                  IXIS Securities North America Inc.; PNC Capital Markets, Inc. and Wachovia Capital Markets, LLC.
                                            MASTER SERVICER: Midland Loan Services, Inc.
                                                SPECIAL SERVICER: LNR Partners, Inc.
                  RATING AGENCY: Dominion Bond Rating Services, Inc.; Fitch, Inc.; Moody's Investors Services, Inc.
               ======================================================================================================

                             ==========================================================================
                                 INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES
                             --------------------------------------------------------------------------
                                      LaSalle Web Site                       www.etrustee.net
                                      Servicer Website
                                      LaSalle Factor Line                      (800) 246-5761
                             ==========================================================================

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

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>



ABN AMRO
LaSalle Bank N.A.                                   MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                        SERIES 2005-CIP1                                Prior Payment:           N/A
WAC:                                                                                                    Next Payment:     10/12/2005
WA Life Term:                                                                                           Record Date:       8/31/2005
WA Amort Term:                                    ABN AMRO ACCT: XX-XXXX-XX-X
Current Index:
Next Index:                                        REMIC CERTIFICATE REPORT
====================================================================================================================================
            ORIGINAL       OPENING    PRINCIPAL     PRINCIPAL      NEGATIVE      CLOSING     INTEREST      INTEREST    PASS-THROUGH
 CLASS   FACE VALUE (1)    BALANCE     PAYMENT    ADJ. OR LOSS   AMORTIZATION    BALANCE    PAYMENT (2)   ADJUSTMENT       RATE
 CUSIP      Per 1,000     Per 1,000   Per 1,000     Per 1,000      Per 1,000    Per 1,000    Per 1,000     Per 1,000   Next Rate (3)
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------------------------------------------------------------------------------------------------------------------------
              0.00           0.00       0.00           0.00           0.00           0.00           0.00         0.00
====================================================================================================================================
                                                                                Total P&I Payment     0.00
                                                                                ===========================

Notes: (1) N denotes notional balance not included in total (2) Accrued Interest plus/minus Interest Adjustment minus Deferred
       Interest equals Interest Payment (3) Estimated

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>




ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                        SERIES 2005-CIP1                                Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                   BOND INTEREST RECONCILIATION
====================================================================================================================================
                                                        Deductions                                      Additions
                                            ---------------------------------   ----------------------------------------------------
          Accrual      Pass     Accrued                 Deferred &                 Prior       Int Accrual    Prepay-      Other
       -------------   Thru   Certificate   Allocable   Accretion    Interest   Int. Short-     on prior       ment       Interest
Class  Method   Days   Rate    Interest       PPIS       Interest    Loss/Exp    falls Due    Shortfall (3)  Penalties  Proceeds (1)
====================================================================================================================================















                              ------------------------------------------------------------------------------------------------------
                                0.00          0.00        0.00         0.00         0.00                         0.00        0.00
====================================================================================================================================


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

                                              Remaining
Distributable    Interest   Current Period   Outstanding       Credit Support
 Certificate     Payment     (Shortfall)/      Interest    ----------------------
Interest (2)      Amount       Recovery       Shortfalls   Original   Current (4)
========================================================   ======================














--------------------------------------------------------
    0.00          0.00                          0.00
========================================================   ======================

(1) Other Interest Proceeds are additional interest amounts specifically allocated to the bond(s) and used in determining the
    Distributable Interest of the bonds.
(2) Accrued - Deductions + Additional Interest.
(3) Where applicable.
(4) Determined as follows: (A) the ending balance of all the classes less (B) the sum of (i) the ending balance of the class and
(ii) the ending balance of all classes which are not subordinate to the class divided by (A).

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>




ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                        SERIES 2005-CIP1                                Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                   ABN AMRO ACCT: XX-XXXX-XX-X

                                                   CASH RECONCILIATION SUMMARY

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

-------------------------------------------  -------------------------------------------  ------------------------------------------
             INTEREST SUMMARY                              PRINCIPAL SUMMARY                         SERVICING FEE SUMMARY
-------------------------------------------  -------------------------------------------  ------------------------------------------
Current Scheduled Interest                   SCHEDULED PRINCIPAL:                         Current Servicing Fees
Less Deferred Interest                       Current Scheduled Principal                  Plus Fees Advanced for PPIS
Less PPIS Reducing Scheduled Int             Advanced Scheduled Principal                 Less Reduction for PPIS
Plus Gross Advance Interest                  -------------------------------------------  Plus Delinquent Servicing Fees
Less ASER Interest Adv Reduction             Scheduled Principal                          ------------------------------------------
Less Other Interest Not Advanced             -------------------------------------------  Total Servicing Fees
Less Other Adjustment                        UNSCHEDULED PRINCIPAL:                       ------------------------------------------
-------------------------------------------  Curtailments
Total                                        Advanced Scheduled Principal
-------------------------------------------  Liquidation Proceeds
UNSCHEDULED INTEREST:                        Repurchase Proceeds
-------------------------------------------  Other Principal Proceeds
Prepayment Penalties                         -------------------------------------------
Yield Maintenance Penalties                  Total Unscheduled Principal
Other Interest Proceeds                      -------------------------------------------
-------------------------------------------  Remittance Principal
Total                                        -------------------------------------------
-------------------------------------------  Remittance P&I Due Trust
Less Fees Paid to Servicer                   -------------------------------------------
Less Fee Strips Paid by Servicer             Remittance P&I Due Certs
-------------------------------------------  -------------------------------------------
LESS FEES & EXPENSES PAID BY/TO SERVICER
-------------------------------------------  -------------------------------------------  ------------------------------------------
Special Servicing Fees                                   POOL BALANCE SUMMARY                             PPIS SUMMARY
Workout Fees                                 -------------------------------------------  ------------------------------------------
Liquidation Fees                                                     Balance     Count    Gross PPIS
Interest Due Serv on Advances                -------------------------------------------  Reduced by PPIE
Non Recoverable Advances                     Beginning Pool                               Reduced by Shortfalls in Fees
Misc. Fees & Expenses                        Scheduled Principal                          Reduced by Other Amounts
-------------------------------------------  Unscheduled Principal                        ------------------------------------------
Plus Trustee Fees Paid by Servicer           Deferred Interest                            PPIS Reducing Scheduled Interest
-------------------------------------------  Liquidations                                 ------------------------------------------
Total Unscheduled Fees & Expenses            Repurchases                                  PPIS Reducing Servicing Fee
-------------------------------------------  -------------------------------------------  ------------------------------------------
Total Interest Due Trust                     Ending Pool                                  PPIS Due Certificate
-------------------------------------------  -------------------------------------------  ------------------------------------------
LESS FEES & EXPENSES PAID BY/TO TRUST
-------------------------------------------                                               ------------------------------------------
Trustee Fee                                                                               ADVANCE SUMMARY (ADVANCE MADE BY SERVICER)
Fee Strips                                                                                ------------------------------------------
Misc. Fees                                                                                                       Principal  Interest
Interest Reserve Withholding                                                              ------------------------------------------
Plus Interest Reserve Deposit                                                             Prior Outstanding
-------------------------------------------                                               Plus Current Period
Total                                                                                     Less Recovered
-------------------------------------------                                               Less Non Recovered
Total Interest Due Certs                                                                  ------------------------------------------
-------------------------------------------                                               Ending Outstanding
                                                                                          ------------------------------------------

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

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>




ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                         SERIES 2005-CIP1                               Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                   ABN AMRO ACCT: XX-XXXX-XX-X

                                   ASSET BACKED FACTS ~ 15 MONTH HISTORICAL LOAN STATUS SUMMARY

============   ==================================================================   ================================================
                                Delinquency Aging Categories                                   Special Event Categories (1)
               ------------------------------------------------------------------   ------------------------------------------------
                 Delinq        Delinq        Delinq
Distribution     1 Month       2 Months     3+ Months    Foreclosure      REO       Modifications   Specially Serviced   Bankruptcy
               ---------------------------------------------------------------------------------------------------------------------
    Date       #   Balance   #   Balance   #   Balance   #   Balance   #   Balance    #   Balance       #   Balance      #   Balance
============   ==================================================================   ================================================

09/12/05
------------   ------------------------------------------------------------------   ------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) Modification, Specially Serviced & Bankruptcy Totals are Included in the Appropriate Delinquency Aging Category.

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>




ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                         SERIES 2005-CIP1                               Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                   ABN AMRO ACCT: XX-XXXX-XX-X

                                    ASSET BACKED FACTS ~ 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY

====================================================================================================================================
                                                         Appraisal                       Realized                         Curr
              Ending Pool (1)  Payoffs(2)   Penalties   Reduct. (2)   Liquidations (2)   Losses (2)   Remaining Term   Weighted Avg.
Distribution  ----------------------------------------------------------------------------------------------------------------------
    Date       #   Balance     #  Balance   #  Amount   #   Balance     #   Balance      #   Amount    Life   Amort.   Coupon  Remit
====================================================================================================================================

09/12/05
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

(1) Percentage based on pool as of cutoff.
(2) Percentage based on pool as of beginning of period.

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>




ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                         SERIES 2005-CIP1                               Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                   ABN AMRO ACCT: XX-XXXX-XX-X

                                          HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT

======================== ================================================== ============================= ==========================
Disclosure      Payoff      Initial                  Payoff      Penalty      Prepayment      Maturity      Property     Geographic
Control #       Period      Balance       Type       Amount      Amount          Date           Date          Type        Location
------------------------ -------------------------------------------------- ----------------------------- --------------------------





















======================== ================================================== ============================= ==========================
                          CURRENT                          0          0
                         CUMULATIVE
                                                     ======================

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>




ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                         SERIES 2005-CIP1                               Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                   ABN AMRO ACCT: XX-XXXX-XX-X

                                                     DELINQUENT LOAN DETAIL

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

              Paid                   Outstanding   Out. Property                      Special
Disclosure    Thru    Current P&I        P&I         Protection        Advance        Servicer    Foreclosure   Bankruptcy    REO
Control #     Date      Advance       Advances**      Advances     Description (1) Transfer Date      Date         Date       Date
====================================================================================================================================


















====================================================================================================================================
A. P&I Advance - Loan in Grace Period                           1. P&I Advance - Loan delinquent 1 month
B. P&I Advance - Late Payment but (less than) 1 month delinq    2. P&I Advance - Loan delinquent 2 months
                                                                3. P&I Advance - Loan delinquent 3 months or More
                                                                4. Matured Balloon/Assumed Scheduled Payment
                                                                5. Prepaid in Full
                                                                6. Specially Serviced
                                                                7. P&I Advance (Foreclosure)
                                                                9. P&I Advance (REO)
                                                                9. REO
                                                               10. DPO
                                                               11. Modification
====================================================================================================================================

** Outstanding P&I Advances include the current period P&I Advance

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>



ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                         SERIES 2005-CIP1                               Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                   ABN AMRO ACCT: XX-XXXX-XX-X

                                                  MORTGAGE LOAN CHARACTERISTICS

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

              DISTRIBUTION OF PRINCIPAL BALANCES                                  DISTRIBUTION OF MORTGAGE INTEREST RATES
=================================================================  =================================================================
                                                Weighted Average                                                  Weighted Average
Current Scheduled   # of   Scheduled   % of    ------------------  Current Mortgage   # of   Scheduled   % of    ------------------
    Balances        Loans   Balance   Balance  Term  Coupon  DSCR   Interest Rate     Loans   Balance   Balance  Term  Coupon  DSCR
=================================================================  =================================================================










                                                                   =================================================================
                                                                                        0         0        0.00%
                                                                   =================================================================
                                                                   Minimum Mortgage Interest Rate             10.0000%
                                                                   Maximum Mortgage Interest Rate             10.0000%

=================================================================
                     0         0        0.00%
=================================================================
Average Scheduled Balance                                                        DISTRIBUTION OF REMAINING TERM (BALLOON)
Maximum Scheduled Balance                                          =================================================================
Minimum Scheduled Balance                                                                                         Weighted Average
-------------------------                                              Balloon      # of   Scheduled   % of     --------------------
                                                                   Mortgage Loans  Loans    Balance   Balance   Term   Coupon   DSCR
       DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)           =================================================================
=================================================================      0 to 60
                                               Weighted Average
Fully Amortizing   # of   Scheduled   % of    ------------------      61 to 120
 Mortgage Loans   Loans    Balance   Balance  Term  Coupon  DSCR
=================================================================    121 to 180

                                                                     181 to 240

                                                                     241 to 360
=================================================================  =================================================================
                     0         0        0.00%                                        0         0        0.00%
=================================================================  =================================================================
                                   Minimum Remaining Term          Minimum Remaining Term      0
                                   Maximum Remaining Term          Maximum Remaining Term      0

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>




ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                         SERIES 2005-CIP1                               Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                   ABN AMRO ACCT: XX-XXXX-XX-X

                                                  MORTGAGE LOAN CHARACTERISTICS

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

                 DISTRIBUTION OF DSCR (CURRENT)                                          GEOGRAPHIC DISTRIBUTION
 ===========================================================       ================================================================
 Debt Service     # of   Scheduled    % of                                               # of   Scheduled   % of
 Coverage Ratio   Loans   Balance   Balance  WAMM  WAC  DSCR       Geographic Location   Loans   Balance   Balance  WAMM  WAC  DSCR
 ===========================================================       ================================================================










 ===========================================================
                   0       0        0.00%
 ===========================================================
 Maximum DSCR       0.000
 Minimum DSCR       0.000

                 DISTRIBUTION OF DSCR (CUTOFF)
 ===========================================================
 Debt Service     # of   Scheduled    % of
 Coverage Ratio   Loans   Balance   Balance  WAMM  WAC  DSCR
 ===========================================================









 ===========================================================       ================================================================
                   0       0        0.00%                                                   0                0.00%
 ===========================================================       ================================================================
 Maximum DSCR       0.00
 Minimum DSCR       0.00

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>




ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                         SERIES 2005-CIP1                               Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                   ABN AMRO ACCT: XX-XXXX-XX-X

                                                  MORTGAGE LOAN CHARACTERISTICS

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

                 DISTRIBUTION OF PROPERTY TYPES                                    DISTRIBUTION OF LOAN SEASONING
     ===========================================================    ===========================================================
                      # of   Scheduled   % of                                        # of   Scheduled   % of
     Property Types   Loans   Balance   Balance  WAMM  WAC  DSCR    Number of Years  Loans   Balance   Balance  WAMM  WAC  DSCR
     ===========================================================    ===========================================================












     ===========================================================    ===========================================================
                       0        0       0.00%                                          0         0       0.00%
     ===========================================================    ===========================================================


                DISTRIBUTION OF AMORTIZATION TYPE                               DISTRIBUTION OF YEAR LOANS MATURING
     ===========================================================    ===========================================================
     Amortization     # of   Scheduled   % of                                        # of   Scheduled   % of
     Type             Loans   Balance   Balance  WAMM  WAC  DSCR          Year       Loans   Balance   Balance  WAMM  WAC  DSCR
     ===========================================================    ===========================================================
                                                                          2003
                                                                          2004
                                                                          2005
                                                                          2006
                                                                          2007
                                                                          2008
                                                                          2009
                                                                          2010
                                                                          2011
                                                                          2012
                                                                          2013
                                                                     2014 & Longer
     ===========================================================    ===========================================================
                                                                                       0         0       0.00%
     ===========================================================    ===========================================================

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>



ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                         SERIES 2005-CIP1                               Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                   ABN AMRO ACCT: XX-XXXX-XX-X

                                                        LOAN LEVEL DETAIL

=================================================================================================================================
                                                       Operating                 Ending                                   Spec.
Disclosure          Property                           Statement    Maturity    Principal    Note    Scheduled    Mod.    Serv
Control #     Grp     Type      State    DSCR    NOI      Date        Date       Balance     Rate       P&I       Flag    Flag
=================================================================================================================================

















=================================================================================================================================
                                W/Avg   0.00      0                                0                     0
=================================================================================================================================

===========================================
         Loan              Prepayment
 ASER    Status   -------------------------
 Flag    Code(1)   Amount   Penalty   Date
===========================================















===========================================
                      0        0
===========================================

* NOI and DSCR, if available and reportable under the terms of the Pooling and Servicing Agreement, are based on information
  obtained from the related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology used
  to determine such figures.

------------------------------------------------------------------------------------------------------------------------------------
(1) Legend:   A. P&I Adv - in Grace Period                 1. P&I Adv - delinquent 1 month       7. Foreclosure
              B. P&I Adv - (less than) one month delinq    2. P&I Adv - delinquent 2 months      8. Bankruptcy
                                                           3. P&I Adv - delinquent 3+ months     9. REO
                                                           4. Mat. Balloon/Assumed P&I           10. DPO
                                                           5. Prepaid in Full                    11. Modification
                                                           6. Specially Serviced
====================================================================================================================================

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>




ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                         SERIES 2005-CIP1                               Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                   ABN AMRO ACCT: XX-XXXX-XX-X

                                             SPECIALLY SERVICED (PART I) ~ LOAN DETAIL

======================= ============= ===================== ================================== ================= ===================
                                             Balance                           Remaining Term
Disclosure   Transfer    Loan Status   -------------------   Note   Maturity   --------------   Property                        NOI
Control #      Date        Code (1)    Scheduled    Actual   Rate    Date       Life  Amort.      Type    State   NOI   DSCR    Date
======================= ============= ===================== ================================== ================= ===================
























======================= ============= ===================== ================================== ================= ===================
(1) Legend:     A. P&I Adv - in Grace Period               1. P&I Adv - delinquent 1 month
                B. P&I Adv - (less than) 1 month delinq.   2. P&I Adv - delinquent 2 months
                                                           3. P&I Adv - delinquent 3+ months
                                                           4. Mat. Balloon/Assumed P&I
                                                           5. Prepaid in Full
                                                           6. Specially Serviced
                                                           7. Foreclosure
                                                           8. Bankruptcy
                                                           9. REO
                                                          10. DPO
                                                          11. Modification

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>




ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                         SERIES 2005-CIP1                               Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                   ABN AMRO ACCT: XX-XXXX-XX-X

                                   SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS

====================================================================================================================================
    Disclosure                  Resolution
    Control #                    Strategy                                                Comments
====================================================================================================================================





























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

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>




ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                         SERIES 2005-CIP1                               Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                       MODIFIED LOAN DETAIL

====================================================================================================================================
                                Cutoff    Modified
Disclosure    Modification     Maturity   Maturity                                   Modification
Control #        Date            Date       Date                                     Description
====================================================================================================================================

























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

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>




ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                         SERIES 2005-CIP1                               Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                       REALIZED LOSS DETAIL

====================================================================================================================================
                                            Beginning            Gross Proceeds    Aggregate        Net      Net Proceeds
         Disclosure  Appraisal   Appraisal  Scheduled    Gross      as a % of     Liquidation   Liquidation    as a % of    Realized
Period   Control #     Date        Value     Balance   Proceeds  Sched Principal   Expenses *     Proceeds  Sched. Balance    Loss
====================================================================================================================================






















====================================================================================================================================
CURRENT TOTAL                                 0.00        0.00                         0.00          0.00                     0.00
CUMULATIVE                                    0.00        0.00                         0.00          0.00                     0.00
====================================================================================================================================
* Aggregate liquidation expenses also include outstanding P&I advances and unpaid servicing fees, unpaid trustee fees, etc.

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>



<TABLE>




ABN AMRO                                            MERRILL LYNCH MORTGAGE TRUST                        Statement Date:    9/12/2005
LaSalle Bank N.A.                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Payment Date:      9/12/2005
                                                         SERIES 2005-CIP1                               Prior Payment:           N/A
                                                                                                        Next Payment:     10/12/2005
                                                                                                        Record Date:       8/31/2005
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                    APPRAISAL REDUCTION DETAIL

====================== ================================== ================================ ================ ===== ==================
                                                                           Remaining Term                           Appraisal
Disclosure  Appraisal  Scheduled   ARA  Current P&I        Note  Maturity  --------------  Property                ------------
Control #   Red. Date   Balance   Amount  Advance    ASER  Rate    Date     Life   Amort.    Type    State  DSCR   Value   Date
====================== ================================== ================================ ================ ===== ==================























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

07/28/2005 - 10:14 (MXXX-MXXX) (c) 2000 LaSalle Bank N.A.
</TABLE>

                                                                         ANNEX F

                    CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


       8/24/2005      108,000,000.00            5/12/2010       108,000,000.00
       9/12/2005      108,000,000.00            6/12/2010       108,000,000.00
      10/12/2005      108,000,000.00            7/12/2010       108,000,000.00
      11/12/2005      108,000,000.00            8/12/2010       107,930,706.68
      12/12/2005      108,000,000.00            9/12/2010       106,336,818.75
       1/12/2006      108,000,000.00           10/12/2010       104,563,922.60
       2/12/2006      108,000,000.00           11/12/2010       102,954,254.71
       3/12/2006      108,000,000.00           12/12/2010       101,166,015.75
       4/12/2006      108,000,000.00            1/12/2011        99,540,421.40
       5/12/2006      108,000,000.00            2/12/2011        97,907,209.02
       6/12/2006      108,000,000.00            3/12/2011        95,755,548.02
       7/12/2006      108,000,000.00            4/12/2011        94,104,588.19
       8/12/2006      108,000,000.00            5/12/2011        92,276,201.18
       9/12/2006      108,000,000.00            6/12/2011        90,608,931.51
      10/12/2006      108,000,000.00            7/12/2011        88,764,686.49
      11/12/2006      108,000,000.00            8/12/2011        87,080,955.56
      12/12/2006      108,000,000.00            9/12/2011        85,389,332.92
       1/12/2007      108,000,000.00           10/12/2011        83,521,409.58
       2/12/2007      108,000,000.00           11/12/2011        81,813,099.59
       3/12/2007      108,000,000.00           12/12/2011        79,928,951.18
       4/12/2007      108,000,000.00            1/12/2012        78,203,798.90
       5/12/2007      108,000,000.00            2/12/2012        76,470,559.91
       6/12/2007      108,000,000.00            3/12/2012        74,395,150.03
       7/12/2007      108,000,000.00            4/12/2012        72,644,051.32
       8/12/2007      108,000,000.00            5/12/2012        65,554,640.28
       9/12/2007      108,000,000.00            6/12/2012        63,793,317.06
      10/12/2007      108,000,000.00            7/12/2012        62,031,993.84
      11/12/2007      108,000,000.00            8/12/2012        60,480,004.63
      12/12/2007      108,000,000.00            9/12/2012        58,693,015.75
       1/12/2008      108,000,000.00           10/12/2012        56,733,399.79
       2/12/2008      108,000,000.00           11/12/2012        54,928,844.69
       3/12/2008      108,000,000.00           12/12/2012        52,952,149.11
       4/12/2008      108,000,000.00            1/12/2013        51,129,864.65
       5/12/2008      108,000,000.00            2/12/2013        49,299,037.01
       6/12/2008      108,000,000.00            3/12/2013        46,971,138.12
       7/12/2008      108,000,000.00            4/12/2013        45,120,804.90
       8/12/2008      108,000,000.00            5/12/2013        43,099,599.29
       9/12/2008      108,000,000.00            6/12/2013        41,231,111.51
      10/12/2008      108,000,000.00            7/12/2013        39,192,254.23
      11/12/2008      108,000,000.00            8/12/2013        37,305,443.26
      12/12/2008      108,000,000.00            9/12/2013        35,409,785.22
       1/12/2009      108,000,000.00           10/12/2013        33,344,510.32
       2/12/2009      108,000,000.00           11/12/2013        31,430,276.73
       3/12/2009      108,000,000.00           12/12/2013        29,346,940.83
       4/12/2009      108,000,000.00            1/12/2014        27,413,959.15
       5/12/2009      108,000,000.00            2/12/2014        25,471,912.95
       6/12/2009      108,000,000.00            3/12/2014        23,043,085.48
       7/12/2009      108,000,000.00            4/12/2014        21,080,534.54
       8/12/2009      108,000,000.00            5/12/2014        18,950,219.65
       9/12/2009      108,000,000.00            6/12/2014        16,968,471.71
      10/12/2009      108,000,000.00            7/12/2014        14,819,491.56
      11/12/2009      108,000,000.00            8/12/2014        12,818,368.26
      12/12/2009      108,000,000.00            9/12/2014        10,807,859.44
       1/12/2010      108,000,000.00           10/12/2014         8,630,915.08
       2/12/2010      108,000,000.00           11/12/2014         6,600,763.69
       3/12/2010      108,000,000.00           12/12/2014         4,404,720.84
       4/12/2010      108,000,000.00            1/12/2015                    -



























                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

PROSPECTUS

              MERRILL LYNCH MORTGAGE INVESTORS, INC., THE DEPOSITOR
             MORTGAGE PASS-THROUGH CERTIFICATES, ISSUABLE IN SERIES

     Our name is Merrill Lynch Mortgage Investors, Inc. We intend to offer from
time to time mortgage pass-through certificates. These offers may be made
through one or more different methods, including offerings through underwriters.
We do not currently intend to list the offered certificates of any series on any
national securities exchange or the NASDAQ stock market. See "METHOD OF
DISTRIBUTION".

--------------------------------------------------------------------------------
                            THE OFFERED CERTIFICATES:

The offered certificates will be issuable in series. Each series of offered
certificates will--

o    have its own series designation,

o    consist of one or more classes with various payment characteristics,

o    evidence beneficial ownership interests in a trust established by us, and

o    be payable solely out of the related trust.

No governmental agency or instrumentality will insure or guarantee payment on
the offered certificates. Neither we nor any of our affiliates are responsible
for making payments on the offered certificates if collections on the related
trust assets are insufficient.


                                THE TRUST ASSETS:

The assets of each of our trusts will include--

o    mortgage loans secured by first and junior liens on, or security interests
     in, various interests in commercial and multifamily real properties,

o    mortgage-backed securities that directly or indirectly evidence interests
     in, or are directly or indirectly secured by, those types of mortgage
     loans, or

o    some combination of those types of mortgage loans and mortgage-backed
     securities.

Trust assets may also include letters of credit, surety bonds, insurance
policies, guarantees, reserve funds, guaranteed investment contracts, interest
rate exchange agreements, interest rate cap or floor agreements, currency
exchange agreements, or other similar instruments and agreements.
--------------------------------------------------------------------------------

     In connection with each offering, we will prepare a supplement to this
prospectus in order to describe in more detail the particular certificates being
offered and the related trust assets. In that document, we will also state the
price to the public for each class of offered certificates or explain the method
for determining that price. In that document, we will also identify the
applicable lead or managing underwriter(s), if any, and provide information
regarding the relevant underwriting arrangements and the underwriters'
compensation. You may not purchase the offered certificates of any series unless
you have also received the prospectus supplement for that series.

--------------------------------------------------------------------------------
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 14 IN THIS
PROSPECTUS, AS WELL AS THOSE SET FORTH IN THE RELATED PROSPECTUS SUPPLEMENT,
PRIOR TO INVESTING.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------


                  The date of this prospectus is June 10, 2005.


                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Important Notice About the Information Presented in this Prospectus............2
Available Information; Incorporation by Reference..............................2
Summary of Prospectus..........................................................4
Risk Factors..................................................................14
Capitalized Terms Used in this Prospectus.....................................35
Description of the Trust Assets...............................................36
Yield and Maturity Considerations.............................................64
Merrill Lynch Mortgage Investors, Inc.........................................71
Description of the Certificates...............................................71
Description of the Governing Documents........................................81
Description of Credit Support.................................................91
Legal Aspects of Mortgage Loans...............................................93
Federal Income Tax Consequences..............................................107
State and Other Tax Consequences.............................................145
ERISA Considerations.........................................................145
Legal Investment.............................................................149
Use of Proceeds..............................................................151
Method of Distribution.......................................................152
Legal Matters................................................................153
Financial Information........................................................153
Rating.......................................................................153
Glossary.....................................................................155


       IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS PROSPECTUS

     When deciding whether to invest in any of the offered certificates, you
should only rely on the information contained in this prospectus and the related
prospectus supplement. We have not authorized any dealer, salesman or other
person to give any information or to make any representation that is different.
In addition, information in this prospectus or any related prospectus supplement
is current only as of the date on its cover. By delivery of this prospectus and
any related prospectus supplement, we are not offering to sell any securities,
and are not soliciting an offer to buy any securities, in any state where the
offer and sale is not permitted.


                AVAILABLE INFORMATION; INCORPORATION BY REFERENCE

     We have filed with the Securities and Exchange Commission a registration
statement under the Securities Act of 1933, as amended, with respect to the
certificates offered by this prospectus. This prospectus is part of that
registration statement, but the registration statement contains additional
information. Our registration statement and the exhibits to it may be read and
copied at prescribed rates at the SEC's Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an internet website that contains reports and other information
regarding issuers that file electronically with the SEC, in addition to copies
of these materials, and that internet website is located at http://www.sec.gov.

     All documents that are subsequently filed for the related trust pursuant to
Section 13(a), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the termination of an offering of certificates by this


                                      -2-


prospectus, shall be deemed incorporated by reference into this prospectus. Upon
written or oral request, we will provide, at no charge, to each person receiving
this prospectus in connection with an offering, a copy of any or all documents
or reports that are so incorporated by reference and that have not been
delivered with the prospectus. All requests should be directed to Merrill Lynch
Mortgage Investors, Inc., 4 World Financial Center, 10th Floor, 250 Vesey
Street, New York, New York 10080, Attention: Secretary, or by telephone at
212-449-1000.














                                      -3-


                              SUMMARY OF PROSPECTUS

     This summary contains selected information from this prospectus. It does
not contain all of the information you need to consider in making your
investment decision. TO UNDERSTAND ALL OF THE TERMS OF A PARTICULAR OFFERING OF
CERTIFICATES, YOU SHOULD READ CAREFULLY THIS PROSPECTUS AND THE RELATED
PROSPECTUS SUPPLEMENT IN FULL.

WHO WE ARE...............................  Merrill Lynch Mortgage Investors,
                                           Inc. We are a Delaware corporation.
                                           Our principal offices are located at
                                           4 World Financial Center, 10th Floor,
                                           250 Vesey Street, New York, New York
                                           10080. Our main telephone number is
                                           212-449-1000. See "MERRILL LYNCH
                                           MORTGAGE INVESTORS, INC."

THE SECURITIES BEING OFFERED.............  The securities that will be offered
                                           by this prospectus and the related
                                           prospectus supplements consist of
                                           mortgage pass-through certificates.
                                           These certificates will be issued in
                                           series, and each series will, in
                                           turn, consist of one or more classes.
                                           Each class of offered certificates
                                           must, at the time of issuance, be
                                           assigned an investment grade rating
                                           by at least one nationally recognized
                                           statistical rating organization.
                                           Typically, the four highest rating
                                           categories, within which there may be
                                           sub-categories or gradations to
                                           indicate relative standing, signify
                                           investment grade. See "RATING".

                                           Each series of offered certificates
                                           will evidence beneficial ownership
                                           interests in a trust established by
                                           us and containing the assets
                                           described in this prospectus and the
                                           related prospectus supplement.

THE OFFERED CERTIFICATES
  MAY BE ISSUED WITH OTHER
  CERTIFICATES...........................  We may not publicly offer all the
                                           mortgage pass-through certificates
                                           evidencing interests in one of our
                                           trusts. We may elect to retain some
                                           of those certificates, to place some
                                           privately with institutional
                                           investors or to deliver some to the
                                           applicable seller as partial
                                           consideration for the related
                                           mortgage assets. In addition, some of
                                           those certificates may not satisfy
                                           the rating requirement for offered
                                           certificates described under "--The
                                           Securities Being Offered" above.

THE GOVERNING DOCUMENTS..................  In general, a pooling and servicing
                                           agreement or other similar agreement
                                           or collection of agreements will
                                           govern, among other things--

                                           o    the issuance of each series of
                                                offered certificates,

                                           o    the creation of and transfer of
                                                assets to the related trust, and

                                           o    the servicing and administration
                                                of those assets.

                                           The parties to the governing
                                           document(s) for a series of offered
                                           certificates will always include us
                                           and a trustee. We will be

                                       -4-


                                           responsible for establishing the
                                           trust relating to each series of
                                           offered certificates. In addition, we
                                           will transfer or arrange for the
                                           transfer of the initial trust assets
                                           to that trust. In general, the
                                           trustee for a series of offered
                                           certificates will be responsible for,
                                           among other things, making payments
                                           and preparing and disseminating
                                           various reports to the holders of
                                           those offered certificates.

                                           If the trust assets for a series of
                                           offered certificates include mortgage
                                           loans, the parties to the governing
                                           document(s) will also include--

                                           o    a master servicer that will
                                                generally be responsible for
                                                performing customary servicing
                                                duties with respect to those
                                                mortgage loans that are not
                                                defaulted, nonperforming or
                                                otherwise problematic in any
                                                material respect, and

                                           o    a special servicer that will
                                                generally be responsible for
                                                servicing and administering
                                                those mortgage loans that are
                                                defaulted, nonperforming or
                                                otherwise problematic in any
                                                material respect and real estate
                                                assets acquired as part of the
                                                related trust with respect to
                                                defaulted mortgage loans.

                                           The same person or entity, or
                                           affiliated entities, may act as both
                                           master servicer and special servicer
                                           for any trust.

                                           If the trust assets for a series of
                                           offered certificates include
                                           mortgage-backed securities, the
                                           parties to the governing document(s)
                                           may also include a manager that will
                                           be responsible for performing various
                                           administrative duties with respect to
                                           those mortgage-backed securities. If
                                           the related trustee assumes those
                                           duties, however, there will be no
                                           manager.

                                           In the related prospectus supplement,
                                           we will identify the trustee and any
                                           master servicer, special servicer or
                                           manager for each series of offered
                                           certificates and will describe their
                                           respective duties in further detail.
                                           See "DESCRIPTION OF THE GOVERNING
                                           DOCUMENTS".

CHARACTERISTICS OF THE
  MORTGAGE ASSETS.......................   The trust assets with respect to any
                                           series of offered certificates will,
                                           in general, include mortgage loans.
                                           Each of those mortgage loans will
                                           constitute the obligation of one or
                                           more persons to repay a debt. The
                                           performance of that obligation will
                                           be secured by a first or junior lien
                                           on, or security interest in, the
                                           ownership, leasehold or other
                                           interest(s) of the related borrower
                                           or another person in or with respect
                                           to one or more commercial or
                                           multifamily real properties. In
                                           particular, those properties may
                                           include:

                                           o    rental or cooperatively-owned
                                                buildings with multiple dwelling
                                                units;

                                       -5-


                                           o    retail properties related to the
                                                sale of consumer goods and other
                                                products, or related to
                                                providing entertainment,
                                                recreational or personal
                                                services, to the general public;

                                           o    office buildings;

                                           o    hospitality properties;

                                           o    casino properties;

                                           o    health care related facilities;

                                           o    industrial facilities;

                                           o    warehouse facilities,
                                                mini-warehouse facilities and
                                                self-storage facilities;

                                           o    restaurants, taverns and other
                                                establishments involved in the
                                                food and beverage industry;

                                           o    manufactured housing
                                                communities, mobile home parks
                                                and recreational vehicle parks;

                                           o    recreational and resort
                                                properties;

                                           o    arenas and stadiums;

                                           o    churches and other religious
                                                facilities;

                                           o    parking lots and garages;

                                           o    mixed use properties;

                                           o    other income-producing
                                                properties; and/or

                                           o    unimproved land.

                                           The mortgage loans underlying a
                                           series of offered certificates may
                                           have a variety of payment terms. For
                                           example, any of those mortgage
                                           loans--

                                           o    may provide for the accrual of
                                                interest at a mortgage interest
                                                rate that is fixed over its
                                                term, that resets on one or more
                                                specified dates or that
                                                otherwise adjusts from time to
                                                time;

                                           o    may provide for the accrual of
                                                interest at a mortgage interest
                                                rate that may be converted at
                                                the borrower's election from an
                                                adjustable to a fixed interest
                                                rate or from a fixed to an
                                                adjustable interest rate;

                                           o    may provide for no accrual of
                                                interest;

                                      -6-


                                           o    may provide for level payments
                                                to stated maturity, for payments
                                                that reset in amount on one or
                                                more specified dates or for
                                                payments that otherwise adjust
                                                from time to time to accommodate
                                                changes in the mortgage interest
                                                rate or to reflect the
                                                occurrence of specified events;

                                           o    may be fully amortizing or,
                                                alternatively, may be partially
                                                amortizing or nonamortizing,
                                                with a substantial payment of
                                                principal due on its stated
                                                maturity date;

                                           o    may permit the negative
                                                amortization or deferral of
                                                accrued interest;

                                           o    may prohibit some or all
                                                voluntary prepayments or require
                                                payment of a premium, fee or
                                                charge in connection with those
                                                prepayments;

                                           o    may permit defeasance and the
                                                release of real property
                                                collateral in connection with
                                                that defeasance;

                                           o    may provide for payments of
                                                principal, interest or both, on
                                                due dates that occur monthly,
                                                bi-monthly, quarterly,
                                                semi-annually, annually or at
                                                some other interval; and/or

                                           o    may have two or more component
                                                parts, each having
                                                characteristics that are
                                                otherwise described in this
                                                prospectus as being attributable
                                                to separate and distinct
                                                mortgage loans.

                                           Most, if not all, of the mortgage
                                           loans underlying a series of offered
                                           certificates will be secured by liens
                                           on real properties located in the
                                           United States, its territories and
                                           possessions. However, some of those
                                           mortgage loans may be secured by
                                           liens on real properties located
                                           outside the United States, its
                                           territories and possessions, provided
                                           that foreign mortgage loans do not
                                           represent more than 10% of the
                                           related mortgage asset pool, by
                                           balance.

                                           We do not originate mortgage loans.
                                           However, some or all of the mortgage
                                           loans included in one of our trusts
                                           may be originated by our affiliates.

                                           Neither we nor any of our affiliates
                                           will guarantee or insure repayment of
                                           any of the mortgage loans underlying
                                           a series of offered certificates.
                                           Unless we expressly state otherwise
                                           in the related prospectus supplement,
                                           no governmental agency or
                                           instrumentality will guarantee or
                                           insure repayment of any of the
                                           mortgage loans underlying a series of
                                           offered certificates. See
                                           "DESCRIPTION OF THE TRUST ASSETS--
                                           Mortgage Loans".

                                      -7-


                                           The trust assets with respect to any
                                           series of offered certificates may
                                           also include mortgage participations,
                                           mortgage pass-through certificates,
                                           collateralized mortgage obligations
                                           and other mortgage-backed securities,
                                           that evidence an interest in, or are
                                           secured by a pledge of, one or more
                                           mortgage loans of the type described
                                           above. We will not include a
                                           mortgage-backed security among the
                                           trust assets with respect to any
                                           series of offered certificates
                                           unless--

                                           o    the security has been registered
                                                under the Securities Act of
                                                1933, as amended, or

                                           o    we would be free to publicly
                                                resell the security without
                                                registration.

                                           See "DESCRIPTION OF THE TRUST ASSETS
                                           --Mortgage-Backed Securities".

                                           We will describe the specific
                                           characteristics of the mortgage
                                           assets underlying a series of offered
                                           certificates in the related
                                           prospectus supplement.

                                           In general, the total outstanding
                                           principal balance of the mortgage
                                           assets transferred by us to any
                                           particular trust will equal or exceed
                                           the initial total outstanding
                                           principal balance of the related
                                           series of certificates. In the event
                                           that the total outstanding principal
                                           balance of the related mortgage
                                           assets initially delivered by us to
                                           the related trustee is less than the
                                           initial total outstanding principal
                                           balance of any series of
                                           certificates, we may deposit or
                                           arrange for the deposit of cash or
                                           liquid investments on an interim
                                           basis with the related trustee to
                                           cover the shortfall. For 90 days
                                           following the date of initial
                                           issuance of that series of
                                           certificates, we will be entitled to
                                           obtain a release of the deposited
                                           cash or investments if we deliver or
                                           arrange for delivery of a
                                           corresponding amount of mortgage
                                           assets. If we fail, however, to
                                           deliver mortgage assets sufficient to
                                           make up the entire shortfall within
                                           that 90-day period, any of the cash
                                           or, following liquidation,
                                           investments remaining on deposit with
                                           the related trustee will be used by
                                           the related trustee to pay down the
                                           total principal balance of the
                                           related series of certificates, as
                                           described in the related prospectus
                                           supplement.

SUBSTITUTION, ACQUISITION AND
   REMOVAL OF MORTGAGE ASSETS...........   If so specified in the related
                                           prospectus supplement, we or another
                                           specified person or entity may be
                                           permitted, at our or its option, but
                                           subject to the conditions specified
                                           in that prospectus supplement, to
                                           acquire from the related trust
                                           particular mortgage assets underlying
                                           a series of certificates in exchange
                                           for:

                                           o    cash that would be applied to
                                                pay down the principal balances
                                                of certificates of that series;
                                                and/or


                                      -8-



                                           o    other mortgage loans or
                                                mortgage-backed securities
                                                that--

                                                1.  conform to the description
                                                    of mortgage assets in this
                                                    prospectus, and

                                                2.  satisfy the criteria set
                                                    forth in the related
                                                    prospectus supplement.

                                           If so specified in the related
                                           prospectus supplement, the related
                                           trustee may be authorized or
                                           required, to apply collections on the
                                           mortgage assets underlying a series
                                           of offered certificates to acquire
                                           new mortgage loans or mortgage-backed
                                           securities that--

                                           o    conform to the description of
                                                mortgage assets in this
                                                prospectus, and

                                           o    satisfy the criteria set forth
                                                in the related prospectus
                                                supplement.

                                           No replacement of mortgage assets or
                                           acquisition of new mortgage assets
                                           will be permitted if it would result
                                           in a qualification, downgrade or
                                           withdrawal of the then-current rating
                                           assigned by any rating agency to any
                                           class of affected offered
                                           certificates.

                                           Further, if so specified under
                                           circumstances described in the
                                           related prospectus supplement, a
                                           certificateholder of a series of
                                           certificates that includes offered
                                           certificates may exchange the
                                           certificates it holds for one or more
                                           of the mortgage loans or
                                           mortgage-backed securities
                                           constituting part of the mortgage
                                           pool underlying those certificates.

CHARACTERISTICS OF THE OFFERED
   CERTIFICATES..........................  An offered certificate may entitle
                                           the holder to receive:

                                           o    a stated principal amount;

                                           o    interest on a principal balance
                                                or notional amount, at a fixed,
                                                variable or adjustable
                                                pass-through rate;

                                           o    specified, fixed or variable
                                                portions of the interest,
                                                principal or other amounts
                                                received on the related mortgage
                                                assets;

                                           o    payments of principal, with
                                                disproportionate, nominal or no
                                                payments of interest;

                                           o    payments of interest, with
                                                disproportionate, nominal or no
                                                payments of principal;


                                      -9-


                                           o    payments of interest or
                                                principal that commence only as
                                                of a specified date or only
                                                after the occurrence of
                                                specified events, such as the
                                                payment in full of the interest
                                                and principal outstanding on one
                                                or more other classes of
                                                certificates of the same series;

                                           o    payments of principal to be
                                                made, from time to time or for
                                                designated periods, at a rate
                                                that is--

                                                1.  faster and, in some cases,
                                                    substantially faster, or

                                                2.  slower and, in some cases,
                                                    substantially slower,

                                                than the rate at which payments
                                                or other collections of
                                                principal are received on the
                                                related mortgage assets;

                                           o    payments of principal to be
                                                made, subject to available
                                                funds, based on a specified
                                                principal payment schedule or
                                                other methodology; or

                                           o    payments of all or part of the
                                                prepayment or repayment
                                                premiums, fees and charges,
                                                equity participations payments
                                                or other similar items received
                                                on the related mortgage assets.

                                           Any class of offered certificates may
                                           be senior or subordinate to one or
                                           more other classes of certificates of
                                           the same series, including a
                                           non-offered class of certificates of
                                           that series, for purposes of some or
                                           all payments and/or allocations of
                                           losses.

                                           A class of offered certificates may
                                           have two or more component parts,
                                           each having characteristics that are
                                           otherwise described in this
                                           prospectus as being attributable to
                                           separate and distinct classes.

                                           We will describe the specific
                                           characteristics of each class of
                                           offered certificates in the related
                                           prospectus supplement. See
                                           "DESCRIPTION OF THE CERTIFICATES".

CREDIT SUPPORT AND REINVESTMENT,
   INTEREST RATE AND CURRENCY-RELATED
   PROTECTION FOR THE OFFERED
   CERTIFICATES.........................   Some classes of offered certificates
                                           may be protected in full or in part
                                           against defaults and losses, or
                                           select types of defaults and losses,
                                           on the related mortgage assets
                                           through the subordination of one or
                                           more other classes of certificates of
                                           the same series or by other types of
                                           credit support. The other types of
                                           credit support may include a letter
                                           of credit, a surety bond, an
                                           insurance policy, a guarantee or a
                                           reserve fund. We will describe the
                                           credit support, if any, for each
                                           class of offered certificates in the
                                           related prospectus supplement.

                                      -10-


                                           The trust assets with respect to any
                                           series of offered certificates may
                                           also include any of the following
                                           agreements:

                                           o    guaranteed investment contracts
                                                in accordance with which moneys
                                                held in the funds and accounts
                                                established with respect to
                                                those offered certificates will
                                                be invested at a specified rate;

                                           o    interest rate exchange
                                                agreements, interest rate cap or
                                                floor agreements, or other
                                                agreements and arrangements
                                                designed to reduce the effects
                                                of interest rate fluctuations on
                                                the related mortgage assets or
                                                on one or more classes of those
                                                offered certificates; or

                                           o    currency exchange agreements or
                                                other agreements and
                                                arrangements designed to reduce
                                                the effects of currency exchange
                                                rate fluctuations with respect
                                                to the related mortgage assets
                                                and one or more classes of those
                                                offered certificates.

                                           We will describe the types of
                                           reinvestment, interest rate and
                                           currency related protection, if any,
                                           for each class of offered
                                           certificates in the related
                                           prospectus supplement.

                                           See "RISK FACTORS", "DESCRIPTION OF
                                           THE TRUST ASSETS" and "DESCRIPTION OF
                                           CREDIT SUPPORT".

ADVANCES WITH RESPECT TO THE
   MORTGAGE ASSETS.......................  If the trust assets for a series of
                                           offered certificates include mortgage
                                           loans, then, as and to the extent
                                           described in the related prospectus
                                           supplement, the related master
                                           servicer, the related special
                                           servicer, the related trustee, any
                                           related provider of credit support
                                           and/or any other specified person may
                                           be obligated to make, or may have the
                                           option of making, advances with
                                           respect to those mortgage loans to
                                           cover--

                                           o    delinquent scheduled payments of
                                                principal and/or interest, other
                                                than balloon payments,

                                           o    property protection expenses,

                                           o    other servicing expenses, or

                                           o    any other items specified in the
                                                related prospectus supplement.

                                           Any party making advances will be
                                           entitled to reimbursement from
                                           subsequent recoveries on the related
                                           mortgage loan and as otherwise
                                           described in this prospectus or the
                                           related prospectus supplement. That
                                           party may also be entitled to receive
                                           interest

                                      -11-


                                           on its advances for a specified
                                           period. See "DESCRIPTION OF THE
                                           CERTIFICATES--Advances".

                                           If the trust assets for a series of
                                           offered certificates include
                                           mortgage-backed securities, we will
                                           describe in the related prospectus
                                           supplement any comparable advancing
                                           obligations with respect to those
                                           mortgage-backed securities or the
                                           underlying mortgage loans.

OPTIONAL TERMINATION.....................  We will describe in the related
                                           prospectus supplement any
                                           circumstances in which a specified
                                           party is permitted or obligated to
                                           purchase or sell any of the mortgage
                                           assets underlying a series of offered
                                           certificates. In particular, a master
                                           servicer, special servicer or other
                                           designated party may be permitted or
                                           obligated to purchase or sell--

                                           o    all the mortgage assets in any
                                                particular trust, thereby
                                                resulting in a termination of
                                                the trust, or

                                           o    that portion of the mortgage
                                                assets in any particular trust
                                                as is necessary or sufficient to
                                                retire one or more classes of
                                                offered certificates of the
                                                related series.

                                           See "DESCRIPTION OF THE CERTIFICATES
                                           --Termination".

FEDERAL INCOME TAX CONSEQUENCES..........  Any class of offered certificates
                                           will constitute or evidence ownership
                                           of:

                                           o    regular interests or residual
                                                interests in a real estate
                                                mortgage investment conduit
                                                under Sections 860A through 860G
                                                of the Internal Revenue Code of
                                                1986; or

                                           o    interests in a grantor trust
                                                under Subpart E of Part I of
                                                Subchapter J of the Internal
                                                Revenue Code of 1986.

                                           See "FEDERAL INCOME TAX
                                           CONSEQUENCES".

ERISA CONSIDERATIONS.....................  If you are a fiduciary of an employee
                                           benefit plan or other retirement plan
                                           or arrangement, you should review
                                           with your legal advisor whether the
                                           purchase or holding of offered
                                           certificates could give rise to a
                                           transaction that is prohibited or is
                                           not otherwise permissible under
                                           applicable law. See "ERISA
                                           CONSIDERATIONS".

LEGAL INVESTMENT.........................  If your investment authority is
                                           subject to legal investment laws and
                                           regulations, regulatory capital
                                           requirements or review by regulatory
                                           authorities, then you may be subject
                                           to restrictions on investment in the
                                           offered certificates. You should
                                           consult your legal advisor to
                                           determine whether and to what extent
                                           the offered certificates constitute a
                                           legal investment for you. We will

                                      -12-


                                           specify in the related prospectus
                                           supplement which classes of the
                                           offered certificates, if any, will
                                           constitute mortgage related
                                           securities for purposes of the
                                           Secondary Mortgage Market Enhancement
                                           Act of 1984, as amended. See "LEGAL
                                           INVESTMENT".




                                      -13-


                                  RISK FACTORS

     YOU SHOULD CONSIDER THE FOLLOWING FACTORS, AS WELL AS THE FACTORS SET FORTH
UNDER "RISK FACTORS" IN THE RELATED PROSPECTUS SUPPLEMENT, IN DECIDING WHETHER
TO PURCHASE OFFERED CERTIFICATES.

LACK OF LIQUIDITY WILL IMPAIR YOUR ABILITY TO SELL YOUR OFFERED CERTIFICATES AND
MAY HAVE AN ADVERSE EFFECT ON THE MARKET VALUE OF YOUR OFFERED CERTIFICATES

     The offered certificates may have limited or no liquidity. We cannot assure
you that a secondary market for your offered certificates will develop. There
will be no obligation on the part of anyone to establish a secondary market.
Even if a secondary market does develop for your offered certificates, it may
provide you with less liquidity than you anticipated and it may not continue for
the life of your offered certificates.

     WE WILL DESCRIBE IN THE RELATED PROSPECTUS SUPPLEMENT THE INFORMATION THAT
WILL BE AVAILABLE TO YOU WITH RESPECT TO YOUR OFFERED CERTIFICATES. THE LIMITED
NATURE OF THE INFORMATION MAY ADVERSELY AFFECT THE LIQUIDITY OF YOUR OFFERED
CERTIFICATES.

     We do not currently intend to list the offered certificates on any national
securities exchange or the NASDAQ stock market.

     Lack of liquidity will impair your ability to sell your offered
certificates and may prevent you from doing so at a time when you may want or
need to. Lack of liquidity could adversely affect the market value of your
offered certificates. We do not expect that you will have any redemption rights
with respect to your offered certificates.

     If you decide to sell your offered certificates, you may have to sell them
at a discount from the price you paid for reasons unrelated to the performance
of your offered certificates or the related mortgage assets. Pricing information
regarding your offered certificates may not be generally available on an ongoing
basis.

THE MARKET VALUE OF YOUR OFFERED CERTIFICATES MAY BE ADVERSELY AFFECTED BY
FACTORS UNRELATED TO THE PERFORMANCE OF YOUR OFFERED CERTIFICATES AND THE
UNDERLYING MORTGAGE ASSETS, SUCH AS FLUCTUATIONS IN INTEREST RATES AND THE
SUPPLY AND DEMAND OF COMMERCIAL MORTGAGE-BACKED SECURITIES GENERALLY

     The market value of your offered certificates can decline even if those
certificates and the underlying mortgage assets are performing at or above your
expectations.

     The market value of your offered certificates will be sensitive to
fluctuations in current interest rates. However, a change in the market value of
your offered certificates as a result of an upward or downward movement in
current interest rates may not equal the change in the market value of your
offered certificates as a result of an equal but opposite movement in interest
rates.

     The market value of your offered certificates will also be influenced by
the supply of and demand for commercial mortgage-backed securities generally.
The supply of commercial mortgage-backed securities will depend on, among other
things, the amount of commercial and multifamily mortgage loans, whether newly
originated or held in portfolio, that are available for securitization. A number
of factors will affect investors' demand for commercial mortgage-backed
securities, including--

     o   the availability of alternative investments that offer higher yields or
         are perceived as being a better credit risk, having a less volatile
         market value or being more liquid,

                                      -14-


     o   legal and other restrictions that prohibit a particular entity from
         investing in commercial mortgage-backed securities or limit the amount
         or types of commercial mortgage-backed securities that it may acquire,

     o   investors' perceptions regarding the commercial and multifamily real
         estate markets, which may be adversely affected by, among other things,
         a decline in real estate values or an increase in defaults and
         foreclosures on mortgage loans secured by income-producing properties,
         and

     o   investors' perceptions regarding the capital markets in general, which
         may be adversely affected by political, social and economic events
         completely unrelated to the commercial and multifamily real estate
         markets.

     If you decide to sell your offered certificates, you may have to sell at
discount from the price you paid for reasons unrelated to the performance of
your offered certificates or the related mortgage assets. Pricing information
regarding your offered certificates may not be generally available on an ongoing
basis.

PAYMENTS ON THE OFFERED CERTIFICATES WILL BE MADE SOLELY FROM THE LIMITED ASSETS
OF THE RELATED TRUST, AND THOSE ASSETS MAY BE INSUFFICIENT TO MAKE ALL REQUIRED
PAYMENTS ON THOSE CERTIFICATES

     The offered certificates do not represent obligations of any person or
entity and do not represent a claim against any assets other than those of the
related trust. No governmental agency or instrumentality will guarantee or
insure payment on the offered certificates. In addition, neither we nor our
affiliates are responsible for making payments on the offered certificates if
collections on the related trust assets are insufficient. If the related trust
assets are insufficient to make payments on your offered certificates, no other
assets will be available to you for payment of the deficiency, and you will bear
the resulting loss. Any advances made by a master servicer or other party with
respect to the mortgage assets underlying your offered certificates are intended
solely to provide liquidity and not credit support. The party making those
advances will have a right to reimbursement, probably with interest, which will
be senior to your right to receive payment on your offered certificates.

ANY CREDIT SUPPORT FOR YOUR OFFERED CERTIFICATES MAY BE INSUFFICIENT TO PROTECT
YOU AGAINST ALL POTENTIAL LOSSES

     The Amount of Credit Support Will Be Limited. The rating agencies that
assign ratings to your offered certificates will establish the amount of credit
support, if any, for your offered certificates based on, among other things, an
assumed level of defaults, delinquencies and losses with respect to the related
mortgage assets. Actual losses may, however, exceed the assumed levels. See
"DESCRIPTION OF THE CERTIFICATES--Allocation of Losses and Shortfalls" and
"DESCRIPTION OF CREDIT SUPPORT". If actual losses on the related mortgage assets
exceed the assumed levels, you may be required to bear the additional losses.

     Credit Support May Not Cover All Types of Losses. The credit support, if
any, for your offered certificates may not cover all of your potential losses.
For example, some forms of credit support may not cover or may provide limited
protection against losses that you may suffer by reason of fraud or negligence
or as a result of uninsured casualties at the real properties securing the
underlying mortgage loans. You may be required to bear any losses which are not
covered by the credit support.

     Disproportionate Benefits May Be Given to Some Classes and Series to the
Detriment of Others. If a form of credit support covers multiple classes or
series and losses exceed the amount of that credit support, it is possible that
the holders of offered certificates of another series or class will be
disproportionately benefited by that credit support to your detriment.

                                      -15-


THE INVESTMENT PERFORMANCE OF YOUR OFFERED CERTIFICATES WILL DEPEND UPON
PAYMENTS, DEFAULTS AND LOSSES ON THE UNDERLYING MORTGAGE LOANS; AND THOSE
PAYMENTS, DEFAULTS AND LOSSES MAY BE HIGHLY UNPREDICTABLE

     The Terms of the Underlying Mortgage Loans Will Affect Payments on Your
Offered Certificates. Each of the mortgage loans underlying the offered
certificates will specify the terms on which the related borrower must repay the
outstanding principal amount of the loan. The rate, timing and amount of
scheduled payments of principal may vary, and may vary significantly, from
mortgage loan to mortgage loan. The rate at which the underlying mortgage loans
amortize will directly affect the rate at which the principal balance or
notional amount of your offered certificates is paid down or otherwise reduced.

     In addition, any mortgage loan underlying the offered certificates may
permit the related borrower during some or all of the loan term to prepay the
loan. In general, a borrower will be more likely to prepay its mortgage loan
when it has an economic incentive to do so, such as obtaining a larger loan on
the same underlying real property or a lower or otherwise more advantageous
interest rate through refinancing. If a mortgage loan includes some form of
prepayment restriction, the likelihood of prepayment should decline. These
restrictions may include--

     o   an absolute or partial prohibition against voluntary prepayments during
         some or all of the loan term, or

     o   a requirement that voluntary prepayments be accompanied by some form of
         prepayment premium, fee or charge during some or all of the loan term.

In many cases, however, there will be no restriction associated with the
application of insurance proceeds or condemnation proceeds as a prepayment of
principal.

     The Terms of the Underlying Mortgage Loans Do Not Provide Absolute
Certainty as to the Rate, Timing and Amount of Payments on Your Offered
Certificates. Notwithstanding the terms of the mortgage loans backing your
offered certificates, the amount, rate and timing of payments and other
collections on those mortgage loans will, to some degree, be unpredictable
because of borrower defaults and because of casualties and condemnations with
respect to the underlying real properties.

     The investment performance of your offered certificates may vary materially
and adversely from your expectations due to--

     o   the rate of prepayments and other unscheduled collections of principal
         on the underlying mortgage loans being faster or slower than you
         anticipated, or

     o   the rate of defaults on the underlying mortgage loans being faster, or
         the severity of losses on the underlying mortgage loans being greater,
         than you anticipated.

     The actual yield to you, as a holder of an offered certificate, may not
equal the yield you anticipated at the time of your purchase, and the total
return on investment that you expected may not be realized. In deciding whether
to purchase any offered certificates, you should make an independent decision as
to the appropriate prepayment, default and loss assumptions to be used. If the
trust assets underlying your offered certificates include mortgage-backed
securities, the terms of those securities may soften or enhance the effects to
you that may result from prepayments, defaults and losses on the mortgage loans
that ultimately back those securities.

     Prepayments on the Underlying Mortgage Loans Will Affect the Average Life
of Your Offered Certificates; and the Rate and Timing of Those Prepayments May
Be Highly Unpredictable. Payments of

                                      -16-


principal and/or interest on your offered certificates will depend upon, among
other things, the rate and timing of payments on the related mortgage assets.
Prepayments on the underlying mortgage loans may result in a faster rate of
principal payments on your offered certificates, thereby resulting in a shorter
average life for your offered certificates than if those prepayments had not
occurred. The rate and timing of principal prepayments on pools of mortgage
loans varies among pools and is influenced by a variety of economic,
demographic, geographic, social, tax and legal factors. Accordingly, neither you
nor we can predict the rate and timing of principal prepayments on the mortgage
loans underlying your offered certificates. As a result, repayment of your
offered certificates could occur significantly earlier or later, and the average
life of your offered certificates could be significantly shorter or longer, than
you expected.

     The extent to which prepayments on the underlying mortgage loans ultimately
affect the average life of your offered certificates depends on the terms and
provisions of your offered certificates. A class of offered certificates may
entitle the holders to a pro rata share of any prepayments on the underlying
mortgage loans, to all or a disproportionately large share of those prepayments,
or to none or a disproportionately small share of those prepayments. If you are
entitled to a disproportionately large share of any prepayments on the
underlying mortgage loans, your offered certificates may be retired at an
earlier date. If, however, you are only entitled to a small share of the
prepayments on the underlying mortgage loans, the average life of your offered
certificates may be extended. Your entitlement to receive payments, including
prepayments, of principal of the underlying mortgage loans may--

     o    vary based on the occurrence of specified events, such as the
          retirement of one or more other classes of certificates of the same
          series, or

     o    be subject to various contingencies, such as prepayment and default
          rates with respect to the underlying mortgage loans.

     We will describe the terms and provisions of your offered certificates more
fully in the related prospectus supplement.

     Prepayments on the Underlying Mortgage Loans Will Affect the Yield on Your
Offered Certificates; and the Rate and Timing of Those Prepayments May Be Highly
Unpredictable. If you purchase your offered certificates at a discount or
premium, the yield on your offered certificates will be sensitive to prepayments
on the underlying mortgage loans. If you purchase your offered certificates at a
discount, you should consider the risk that a slower than anticipated rate of
principal payments on the underlying mortgage loans could result in your actual
yield being lower than your anticipated yield. Alternatively, if you purchase
your offered certificates at a premium, you should consider the risk that a
faster than anticipated rate of principal payments on the underlying mortgage
loans could result in your actual yield being lower than your anticipated yield.
The potential effect that prepayments may have on the yield of your offered
certificates will increase as the discount deepens or the premium increases. If
the amount of interest payable on your offered certificates is
disproportionately large, as compared to the amount of principal payable on your
offered certificates, you may fail to recover your original investment under
some prepayment scenarios. The rate and timing of principal prepayments on pools
of mortgage loans varies among pools and is influenced by a variety of economic,
demographic, geographic, social, tax and legal factors. Accordingly, neither you
nor we can predict the rate and timing of principal prepayments on the mortgage
loans underlying your offered certificates.

     Delinquencies, Defaults and Losses on the Underlying Mortgage Loans May
Affect the Amount and Timing of Payments on Your Offered Certificates; and the
Rate and Timing of Those Delinquencies and Defaults, and the Severity of Those
Losses, are Highly Unpredictable. The rate and timing of delinquencies and
defaults, and the severity of losses, on the underlying mortgage loans will
impact the amount and timing of payments on a series of offered certificates to
the extent that their effects are not offset by delinquency advances or some
form of credit support.

                                      -17-


     Unless otherwise covered by delinquency advances or some form of credit
support, defaults on the underlying mortgage loans may delay payments on a
series of offered certificates while the defaulted mortgage loans are worked-out
or liquidated. However, liquidations of defaulted mortgage loans prior to
maturity could affect the yield and average life of an offered certificate in a
manner similar to a voluntary prepayment.

     If you calculate your anticipated yield to maturity based on an assumed
rate of default and amount of losses on the underlying mortgage loans that is
lower than the default rate and amount of losses actually experienced, then, to
the extent that you are required to bear the additional losses, your actual
yield to maturity will be lower than you calculated and could, under some
scenarios, be negative. Furthermore, the timing of losses on the underlying
mortgage loans can affect your yield. In general, the earlier you bear any loss
on an underlying mortgage loan, the greater the negative effect on your yield.

     See "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on
the Performance and Value of the Underlying Real Property, Which May Decline
Over Time, and the Related Borrower's Ability to Refinance the Property, of
Which There Is No Assurance" below.

     There Is an Increased Risk of Default Associated with Balloon Payments. Any
of the mortgage loans underlying your offered certificates may be nonamortizing
or only partially amortizing. The borrower under a mortgage loan of that type is
required to make substantial payments of principal and interest, which are
commonly called balloon payments, on the maturity date of the loan. The ability
of the borrower to make a balloon payment depends upon the borrower's ability to
refinance or sell the real property securing the loan. The ability of the
borrower to refinance or sell the property will be affected by a number of
factors, including:

     o    the fair market value and condition of the underlying real property;

     o    the level of interest rates;

     o    the borrower's equity in the underlying real property;

     o    the borrower's financial condition;

     o    occupancy levels at or near the time of refinancing;

     o    the operating history of the underlying real property;

     o    changes in zoning and tax laws;

     o    changes in competition in the relevant geographic area;

     o    changes in rental rates in the relevant geographic area;

     o    changes in governmental regulation and fiscal policy;

     o    prevailing general and regional economic conditions;

     o    the state of the fixed income and mortgage markets; and

     o    the availability of credit for multifamily rental or commercial
          properties.

                                      -18-


     See "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on
the Performance and Value of the Underlying Real Property, Which May Decline
Over Time, and the Related Borrower's Ability to Refinance the Property, of
Which There is No Assurance" below.

     Neither we nor any of our affiliates will be obligated to refinance any
mortgage loan underlying your offered certificates.

     The related master servicer or special servicer may, within prescribed
limits, extend and modify mortgage loans underlying your offered certificates
that are in default or as to which a payment default is imminent in order to
maximize recoveries on the defaulted loans. The related master servicer or
special servicer is only required to determine that any extension or
modification is reasonably likely to produce a greater recovery than a
liquidation of the real property securing the defaulted loan. There is a risk
that the decision of the master servicer or special servicer to extend or modify
a mortgage loan may not in fact produce a greater recovery.

REPAYMENT OF A COMMERCIAL OR MULTIFAMILY MORTGAGE LOAN DEPENDS ON THE
PERFORMANCE AND VALUE OF THE UNDERLYING REAL PROPERTY, WHICH MAY DECLINE OVER
TIME, AND THE RELATED BORROWER'S ABILITY TO REFINANCE THE PROPERTY, OF WHICH
THERE IS NO ASSURANCE

     Most of the Mortgage Loans Underlying Your Offered Certificates Will Be
Nonrecourse. You should consider all of the mortgage loans underlying your
offered certificates to be nonrecourse loans. This means that, in the event of a
default, recourse will be limited to the related real property or properties
securing the defaulted mortgage loan. In the event that the income generated by
a real property were to decline as a result of the poor economic performance of
that real property with the result that the real property is not able to support
debt service payments on the related mortgage loan, neither the related borrower
nor any other person would be obligated to remedy the situation by making
payments out of their own funds. In such a situation, the borrower could choose
instead to surrender the related mortgaged property to the lender or let it be
foreclosed upon.

     In those cases where recourse to a borrower or guarantor is permitted by
the loan documents, we generally will not undertake any evaluation of the
financial condition of that borrower or guarantor. Consequently, full and timely
payment on each mortgage loan underlying your offered certificates will depend
on one or more of the following:

     o    the sufficiency of the net operating income of the applicable real
          property;

     o    the market value of the applicable real property at or prior to
          maturity; and

     o    the ability of the related borrower to refinance or sell the
          applicable real property.

     In general, the value of a multifamily or commercial property will depend
on its ability to generate net operating income. The ability of an owner to
finance a multifamily or commercial property will depend, in large part, on the
property's value and ability to generate net operating income.

     Unless we state otherwise in the related prospectus supplement, none of the
mortgage loans underlying your offered certificates will be insured or
guaranteed by any governmental entity or private mortgage insurer.

     The risks associated with lending on multifamily and commercial properties
are inherently different from those associated with lending on the security of
single-family residential properties. This is because multifamily rental and
commercial real estate lending generally involves larger loans and, as described
above, repayment is dependent upon the successful operation and value of the
related real estate project.

                                      -19-


     Many Risk Factors Are Common to Most or All Multifamily and Commercial
Properties. The following factors, among others, will affect the ability of a
multifamily or commercial property to generate net operating income and,
accordingly, its value:

     o    the age, design and construction quality of the property;

     o    perceptions regarding the safety, convenience and attractiveness of
          the property;

     o    the characteristics of the neighborhood where the property is located;

     o    the proximity and attractiveness of competing properties;

     o    the existence and construction of competing properties;

     o    the adequacy of the property's management and maintenance;

     o    national, regional or local economic conditions, including plant
          closings, industry slowdowns and unemployment rates;

     o    local real estate conditions, including an increase in or oversupply
          of comparable commercial or residential space;

     o    demographic factors;

     o    customer tastes and preferences;

     o    retroactive changes in building codes; and

     o    changes in governmental rules, regulations and fiscal policies,
          including environmental legislation.

     Particular factors that may adversely affect the ability of a multifamily
or commercial property to generate net operating income include:

     o    an increase in interest rates, real estate taxes and other operating
          expenses;

     o    an increase in the capital expenditures needed to maintain the
          property or make improvements;

     o    a decline in the financial condition of a major tenant and, in
          particular, a sole tenant or anchor tenant;

     o    an increase in vacancy rates;

     o    a decline in rental rates as leases are renewed or replaced; and

     o    natural disasters and civil disturbances such as earthquakes,
          hurricanes, floods, eruptions, terrorist attacks or riots.

                                      -20-


     The volatility of net operating income generated by a multifamily or
commercial property over time will be influenced by many of the foregoing
factors, as well as by:

     o    the length of tenant leases;

     o    the creditworthiness of tenants;

     o    the rental rates at which leases are renewed or replaced;

     o    the percentage of total property expenses in relation to revenue;

     o    the ratio of fixed operating expenses to those that vary with
          revenues; and

     o    the level of capital expenditures required to maintain the property
          and to maintain or replace tenants.

Therefore, commercial and multifamily properties with short-term or less
creditworthy sources of revenue and/or relatively high operating costs, such as
those operated as hospitality and self-storage properties, can be expected to
have more volatile cash flows than commercial and multifamily properties with
medium- to long-term leases from creditworthy tenants and/or relatively low
operating costs. A decline in the real estate market will tend to have a more
immediate effect on the net operating income of commercial and multifamily
properties with short-term revenue sources and may lead to higher rates of
delinquency or defaults on the mortgage loans secured by those properties.

     The Successful Operation of a Multifamily or Commercial Property Depends on
Tenants. Generally, multifamily and commercial properties are subject to leases.
The owner of a multifamily or commercial property typically uses lease or rental
payments for the following purposes:

     o    to pay for maintenance and other operating expenses associated with
          the property;

     o    to fund repairs, replacements and capital improvements at the
          property; and

     o    to service mortgage loans secured by, and any other debt obligations
          associated with operating, the property.

     Factors that may adversely affect the ability of a multifamily or
commercial property to generate net operating income from lease and rental
payments include:

     o    an increase in vacancy rates, which may result from tenants deciding
          not to renew an existing lease or discontinuing operations;

     o    an increase in tenant payment defaults;

     o    a decline in rental rates as leases are entered into, renewed or
          extended at lower rates;

     o    an increase in the capital expenditures needed to maintain the
          property or to make improvements; and

     o    a decline in the financial condition of a major or sole tenant.

                                      -21-


     Various factors that will affect the operation and value of a commercial
property include:

     o    the business operated by the tenants;

     o    the creditworthiness of the tenants; and

     o    the number of tenants.

     Dependence on a Single Tenant or a Small Number of Tenants Makes a Property
Riskier Collateral. In those cases where an income-producing property is leased
to a single tenant or is primarily leased to one or a small number of major
tenants, a deterioration in the financial condition or a change in the plan of
operations of any of those tenants can have particularly significant effects on
the net operating income generated by the property. If any of those tenants
defaults under or fails to renew its lease, the resulting adverse financial
effect on the operation of the property will be substantially more severe than
would be the case with respect to a property occupied by a large number of less
significant tenants.

     An income-producing property operated for retail, office or industrial
purposes also may be adversely affected by a decline in a particular business or
industry if a concentration of tenants at the property is engaged in that
business or industry.

     Tenant Bankruptcy Adversely Affects Property Performance. The bankruptcy or
insolvency of a major tenant, or a number of smaller tenants, at a commercial
property may adversely affect the income produced by the property. Under the
U.S. Bankruptcy Code, a tenant has the option of assuming or rejecting any
unexpired lease. If the tenant rejects the lease, the landlord's claim for
breach of the lease would be a general unsecured claim against the tenant unless
there is collateral securing the claim. The claim would be limited to:

     o    the unpaid rent reserved under the lease for the periods prior to the
          bankruptcy petition or any earlier surrender of the leased premises,
          plus

     o    an amount, not to exceed three years' rent, equal to the greater of
          one year's rent and 15% of the remaining reserved rent.

     The Success of an Income-Producing Property Depends on Reletting Vacant
Spaces. The operations at an income-producing property will be adversely
affected if the owner or property manager is unable to renew leases or relet
space on comparable terms when existing leases expire and/or become defaulted.
Even if vacated space is successfully relet, the costs associated with
reletting, including tenant improvements and leasing commissions in the case of
income-producing properties operated for retail, office or industrial purposes,
can be substantial and could reduce cash flow from the income-producing
properties. Moreover, if a tenant at a income-producing property defaults in its
lease obligations, the landlord may incur substantial costs and experience
significant delays associated with enforcing its rights and protecting its
investment, including costs incurred in renovating and reletting the property.

     If an income-producing property has multiple tenants, re-leasing
expenditures may be more frequent than in the case of a property with fewer
tenants, thereby reducing the cash flow generated by the multi-tenanted
property. Multi-tenanted properties may also experience higher continuing
vacancy rates and greater volatility in rental income and expenses.

                                      -22-


     Property Value May Be Adversely Affected Even When Current Operating Income
is Not. Various factors may affect the value of multifamily and commercial
properties without affecting their current net operating income, including:

     o    changes in interest rates;

     o    the availability of refinancing sources;

     o    changes in governmental regulations, licensing or fiscal policy;

     o    changes in zoning or tax laws; and

     o    potential environmental or other legal liabilities.

     Property Management May Affect Property Operations and Value. The operation
of an income-producing property will depend upon the property manager's
performance and viability. The property manager generally is responsible for:

     o    responding to changes in the local market;

     o    planning and implementing the rental structure, including staggering
          durations of leases and establishing levels of rent payments;

     o    operating the property and providing building services;

     o    managing operating expenses; and

     o    ensuring that maintenance and capital improvements are carried out in
          a timely fashion.

     Income-producing properties that derive revenues primarily from short-term
rental commitments, such as hospitality or self-storage properties, generally
require more intensive management than properties leased to tenants under
long-term leases.

     By controlling costs, providing appropriate and efficient services to
tenants and maintaining improvements in good condition, a property manager can--

     o    maintain or improve occupancy rates, business and cash flow,

     o    reduce operating and repair costs, and

     o    preserve building value.

On the other hand, management errors can, in some cases, impair the long term
viability of an income-producing property.

     Maintaining a Property in Good Condition is Expensive. The owner may be
required to expend a substantial amount to maintain, renovate or refurbish a
commercial or multifamily property. Failure to do so may materially impair the
property's ability to generate cash flow. The effects of poor construction
quality will increase over time in the form of increased maintenance and capital
improvements. Even superior construction will deteriorate over time if
management does not schedule and perform adequate maintenance in a timely
fashion. There can be no assurance that an income-producing property will
generate sufficient cash flow to cover

                                      -23-


the increased costs of maintenance and capital improvements in addition to
paying debt service on the mortgage loan(s) that may encumber that property.

     Competition Will Adversely Affect the Profitability and Value of an
Income-Producing Property. Some income-producing properties are located in
highly competitive areas. Comparable income-producing properties located in the
same area compete on the basis of a number of factors including:

     o    rental rates;

     o    location;

     o    type of business or services and amenities offered; and

     o    nature and condition of the particular property.

     The profitability and value of an income-producing property may be
adversely affected by a comparable property that:

     o    offers lower rents;

     o    has lower operating costs;

     o    offers a more favorable location; or

     o    offers better facilities.

Costs of renovating, refurbishing or expanding an income-producing property in
order to remain competitive can be substantial.

     Various Types of Income-Producing Properties May Present Special Risks. The
relative importance of any factor affecting the value or operation of an
income-producing property will depend on the type and use of the property. In
addition, the type and use of a particular income-producing property may present
special risks. For example--

     o    Health care related facilities and casinos are subject to significant
          governmental regulation of the ownership, operation, maintenance
          and/or financing of those properties.

     o    Multifamily rental properties, manufactured housing communities and
          mobile home parks may be subject to rent control or rent stabilization
          laws and laws governing landlord/tenant relationships.

     o    Hospitality and restaurant properties are often operated under
          franchise, management or operating agreements, which may be terminable
          by the franchisor or operator. Moreover, the transferability of a
          hotel's or restaurant's operating, liquor and other licenses upon a
          transfer of the hotel or restaurant is subject to local law
          requirements.

     o    Depending on their location, recreational and resort properties,
          properties that provide entertainment services, hospitality
          properties, restaurants and taverns, mini-warehouses and self-storage
          facilities tend to be adversely affected more quickly by a general
          economic downturn than other types of commercial properties.

                                      -24-


     o    Marinas will be affected by various statutes and government
          regulations that govern the use of, and construction on, rivers, lakes
          and other waterways.

     o    Some recreational and hospitality properties may have seasonal
          fluctuations and/or may be adversely affected by prolonged unfavorable
          weather conditions.

     o    Churches and other religious facilities may be highly dependent on
          donations which are likely to decline as economic conditions decline.

     o    Properties used as gas stations, automotive sales and service centers,
          dry cleaners, warehouses and industrial facilities may be more likely
          to have environmental issues.

     Additionally, many types of commercial properties are not readily
convertible to alternative uses if the original use is not successful or may
require significant capital expenditures to effect any conversion to an
alternative use. As a result, the liquidation value of any of those types of
property would be substantially less than would otherwise be the case. See
"DESCRIPTION OF THE TRUST ASSETS--Mortgage Loans--A Discussion of the Various
Types of Multifamily and Commercial Properties that May Secure Mortgage Loans
Underlying a Series of Offered Certificates".

BORROWER CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF
DEFAULT AND LOSS

     A particular borrower or group of related borrowers may be associated with
multiple real properties securing the mortgage loans underlying a series of
offered certificates. The bankruptcy or insolvency of, or other financial
problems with respect to, that borrower or group of borrowers could have an
adverse effect on--

     o    the operation of all of the related real properties, and

     o    the ability of those properties to produce sufficient cash flow to
          make required payments on the related mortgage loans.

For example, if a borrower or group of related borrowers that owns or controls
several real properties experiences financial difficulty at one of those
properties, it could defer maintenance at another of those properties in order
to satisfy current expenses with respect to the first property. That borrower or
group of related borrowers could also attempt to avert foreclosure by filing a
bankruptcy petition that might have the effect of interrupting debt service
payments on all the related mortgage loans for an indefinite period. In
addition, multiple real properties owned by the same borrower or related
borrowers are likely to have common management. This would increase the risk
that financial or other difficulties experienced by the property manager could
have a greater impact on the owner of the related loans.

LOAN CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF DEFAULT
AND LOSS

     Any of the mortgage assets in one of our trusts may be substantially larger
than the other assets in that trust. In general, the inclusion in a trust of one
or more mortgage assets that have outstanding principal balances that are
substantially larger than the other mortgage assets in the trust can result in
losses that are more severe, relative to the size of the related mortgage asset
pool, than would be the case if the total principal balance of that pool were
distributed more evenly.

                                      -25-


GEOGRAPHIC CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF
DEFAULT AND LOSS

     If a material concentration of mortgage loans underlying a series of
offered certificates is secured by real properties in a particular locale, state
or region, then the holders of those certificates will have a greater exposure
to:

     o    any adverse economic developments that occur in the locale, state or
          region where the properties are located;

     o    changes in the real estate market where the properties are located;

     o    changes in governmental rules and fiscal policies in the governmental
          jurisdiction where the properties are located; and

     o    acts of nature, including floods, tornadoes and earthquakes, in the
          areas where properties are located.

CHANGES IN POOL COMPOSITION WILL CHANGE THE NATURE OF YOUR INVESTMENT

     The mortgage loans underlying any series of offered certificates will
amortize at different rates and mature on different dates. In addition, some of
those mortgage loans may be prepaid or liquidated. As a result, the relative
composition of the related mortgage asset pool will change over time.

     If you purchase certificates with a pass-through rate that is equal to or
calculated based upon a weighted average of interest rates on the underlying
mortgage loans, your pass-through rate will be affected, and may decline, as the
relative composition of the mortgage pool changes.

     In addition, as payments and other collections of principal are received
with respect to the underlying mortgage loans, the remaining mortgage pool
backing your offered certificates may exhibit an increased concentration with
respect to property type, number and affiliation of borrowers and geographic
location.

ADJUSTABLE RATE MORTGAGE LOANS MAY ENTAIL GREATER RISKS OF DEFAULT TO LENDERS
THAN FIXED RATE MORTGAGE LOANS

     Some or all of the mortgage loans underlying a series of offered
certificates may provide for adjustments to their respective mortgage interest
rates and corresponding adjustments to their respective periodic debt service
payments. As the periodic debt service payment for any of those mortgage loans
increases, the likelihood that cash flow from the underlying real property will
be insufficient to make that periodic debt service payment and pay operating
expenses also increases.

SUBORDINATE DEBT INCREASES THE LIKELIHOOD THAT A BORROWER WILL DEFAULT ON A
MORTGAGE LOAN UNDERLYING YOUR OFFERED CERTIFICATES

     Some or all of the mortgage loans included in one of our trusts may permit
the related borrower to encumber the related real property with additional
secured debt.

     Even if a mortgage loan prohibits further encumbrance of the related real
property, a violation of this prohibition may not become evident until the
affected mortgage loan otherwise defaults. Accordingly, a lender, such as one of
our trusts, may not realistically be able to prevent a borrower from incurring
subordinate debt.

                                      -26-


     The existence of any secured subordinated indebtedness increases the
difficulty of refinancing a mortgage loan at the loan's maturity. In addition,
the related borrower may have difficulty repaying multiple loans. Moreover, the
filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may
stay the senior lienholder from taking action to foreclose out the junior lien.
See "LEGAL ASPECTS OF MORTGAGE LOANS--Subordinate Financing".

BORROWER BANKRUPTCY PROCEEDINGS CAN DELAY AND IMPAIR RECOVERY ON A MORTGAGE LOAN
UNDERLYING YOUR OFFERED CERTIFICATES

     Under the U.S. Bankruptcy Code, the filing of a petition in bankruptcy by
or against a borrower will stay the sale of a real property owned by that
borrower, as well as the commencement or continuation of a foreclosure action.

     In addition, if a court determines that the value of a real property is
less than the principal balance of the mortgage loan it secures, the court may
reduce the amount of secured indebtedness to the then-value of the property.
This would make the lender a general unsecured creditor for the difference
between the then-value of the property and the amount of its outstanding
mortgage indebtedness.

     A bankruptcy court also may:

     o    grant a debtor a reasonable time to cure a payment default on a
          mortgage loan;

     o    reduce monthly payments due under a mortgage loan;

     o    change the rate of interest due on a mortgage loan; or

     o    otherwise alter a mortgage loan's repayment schedule.

     Furthermore, the borrower, as debtor-in-possession, or its bankruptcy
trustee has special powers to avoid, subordinate or disallow debts. In some
circumstances, the claims of a secured lender, such as one of our trusts, may be
subordinated to financing obtained by a debtor-in-possession subsequent to its
bankruptcy.

     Under the U.S. Bankruptcy Code, a lender will be stayed from enforcing a
borrower's assignment of rents and leases. The U.S. Bankruptcy Code also may
interfere with a lender's ability to enforce lockbox requirements. The legal
proceedings necessary to resolve these issues can be time consuming and may
significantly delay the receipt of rents. Rents also may escape an assignment to
the extent they are used by borrower to maintain its property or for other court
authorized expenses.

     As a result of the foregoing, the related trust's recovery with respect to
borrowers in bankruptcy proceedings may be significantly delayed, and the total
amount ultimately collected may be substantially less than the amount owed.

                                      -27-


TAXES ON FORECLOSURE PROPERTY WILL REDUCE AMOUNTS AVAILABLE TO MAKE PAYMENTS ON
THE OFFERED CERTIFICATES

     One of our trusts may be designated, in whole or in part, as a real estate
mortgage investment conduit for federal income tax purposes. If that trust
acquires a real property through a foreclosure or deed in lieu of foreclosure,
then the related special servicer may be required to retain an independent
contractor to operate and manage the property. Receipt of the following types of
income on that property will subject the trust to federal, and possibly state or
local, tax on that income at the highest marginal corporate tax rate:

     o    any net income from that operation and management that does not
          consist of qualifying rents from real property within the meaning of
          Section 856(d) of the Internal Revenue Code of 1986, and

     o    any rental income based on the net profits of a tenant or sub-tenant
          or allocable to a service that is non-customary in the area and for
          the type of building involved.

These taxes would reduce the net proceeds available for payment with respect to
the related offered certificates.

ENVIRONMENTAL LIABILITIES WILL ADVERSELY AFFECT THE VALUE AND OPERATION OF THE
CONTAMINATED PROPERTY AND MAY DETER A LENDER FROM FORECLOSING

     There can be no assurance--

     o    as to the degree of environmental testing conducted at any of the real
          properties securing the mortgage loans that back your offered
          certificates;

     o    that the environmental testing conducted by or on behalf of the
          applicable originators or any other parties in connection with the
          origination of those mortgage loans or otherwise identified all
          adverse environmental conditions and risks at the related real
          properties;

     o    that the results of the environmental testing were accurately
          evaluated in all cases;

     o    that the related borrowers have implemented or will implement all
          operations and maintenance plans and other remedial actions
          recommended by any environmental consultant that may have conducted
          testing at the related real properties; or

     o    that the recommended action will fully remediate or otherwise address
          all the identified adverse environmental conditions and risks.

     Environmental site assessments vary considerably in their content, quality
and cost. Even when adhering to good professional practices, environmental
consultants will sometimes not detect significant environmental problems because
to do an exhaustive environmental assessment would be far too costly and
time-consuming to be practical.

     In addition, the current environmental condition of a real property
securing a mortgage loan underlying your offered certificates could be adversely
affected by--

     o    tenants at the property, such as gasoline stations or dry cleaners, or

     o    conditions or operations in the vicinity of the property, such as
          leaking underground storage tanks at another property nearby.

                                      -28-


     Various environmental laws may make a current or previous owner or operator
of real property liable for the costs of removal or remediation of hazardous or
toxic substances on, under or adjacent to the property. Those laws often impose
liability whether or not the owner or operator knew of, or was responsible for,
the presence of the hazardous or toxic substances. For example, there are laws
that impose liability for release of asbestos containing materials into the air
or require the removal or containment of the materials. The owner's liability
for any required remediation generally is unlimited and could exceed the value
of the property and/or the total assets of the owner. In addition, the presence
of hazardous or toxic substances, or the failure to remediate the adverse
environmental condition, may adversely affect the owner's or operator's ability
to use the affected property. In some states, contamination of a property may
give rise to a lien on the property to ensure the costs of cleanup. Depending on
the state, this lien may have priority over the lien of an existing mortgage,
deed of trust or other security instrument. In addition, third parties may seek
recovery from owners or operators of real property for personal injury
associated with exposure to hazardous substances, including asbestos and
lead-based paint. Persons who arrange for the disposal or treatment of hazardous
or toxic substances may be liable for the costs of removal or remediation of the
substances at the disposal or treatment facility.

     The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, as well as other federal and state laws,
provide that a secured lender, such as one of our trusts, may be liable as an
"owner" or "operator" of the real property, regardless of whether the borrower
or a previous owner caused the environmental damage, if--

     o    agents or employees of the lender are deemed to have participated in
          the management of the borrower, or

     o    the lender actually takes possession of a borrower's property or
          control of its day-to-day operations, including through the
          appointment of a receiver or foreclosure.

     Although recently enacted legislation clarifies the activities in which a
lender may engage without becoming subject to liability under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, and similar federal laws, that legislation has no applicability to
state environmental laws. Moreover, future laws, ordinances or regulations could
impose material environmental liability.

     Federal law requires owners of residential housing constructed prior to
1978--

     o    to disclose to potential residents or purchasers information in their
          possession regarding the presence of known lead-based paint or
          lead-based paint-related hazards in such housing, and

     o    to deliver to potential residents or purchasers a United States
          Environmental Protection Agency approved information pamphlet
          describing the potential hazards to pregnant women and young children,
          including that the ingestion of lead-based paint chips and/or the
          inhalation of dust particles from lead-based paint by children can
          cause permanent injury, even at low levels of exposure.

     Property owners may be liable for injuries to their tenants resulting from
exposure under various laws that impose affirmative obligations on property
owners of residential housing containing lead-based paint.

                                      -29-


SOME PROVISIONS IN THE MORTGAGE LOANS UNDERLYING YOUR OFFERED CERTIFICATES MAY
BE CHALLENGED AS BEING UNENFORCEABLE

     Cross-Collateralization Arrangements. It may be possible to challenge
cross-collateralization arrangements involving more than one borrower as a
fraudulent conveyance, even if the borrowers are related. If one of those
borrowers were to become a debtor in a bankruptcy case, creditors of the
bankrupt party or the representative of the bankruptcy estate of the bankrupt
party could seek to have the bankruptcy court avoid any lien granted by the
bankrupt party to secure repayment of another borrower's loan. In order to do
so, the court would have to determine that--

     o    the bankrupt party--

          1.   was insolvent at the time of granting the lien,

          2.   was rendered insolvent by the granting of the lien,

          3.   was left with inadequate capital, or

          4.   was not able to pay its debts as they matured; and

     o    the bankrupt party did not, when it allowed its property to be
          encumbered by a lien securing the other borrower's loan, receive fair
          consideration or reasonably equivalent value for pledging its property
          for the equal benefit of the other borrower.

If the court were to conclude that the granting of the lien was an avoidable
fraudulent conveyance, it could nullify the lien or security instrument
effecting the cross-collateralization. The court could also allow the bankrupt
party to recover payments it made under the avoided cross-collateralization.

     Prepayment Premiums, Fees and Charges. Under the laws of a number of
states, the enforceability of any mortgage loan provisions that require payment
of a prepayment premium, fee or charge upon an involuntary prepayment, is
unclear. If those provisions were unenforceable, borrowers would have an
incentive to default in order to prepay their loans.

     Due-on-Sale and Debt Acceleration Clauses. Some or all of the mortgage
loans included in one of our trusts may contain a due-on-sale clause, which
permits the lender, with some exceptions, to accelerate the maturity of the
mortgage loan upon the sale, transfer or conveyance of--

     o    the related real property, or

     o    a majority ownership interest in the related borrower.

     We anticipate that all of the mortgage loans included in one of our trusts
will contain some form of debt-acceleration clause, which permits the lender to
accelerate the debt upon specified monetary or non-monetary defaults by the
related borrower.

     The courts of all states will enforce acceleration clauses in the event of
a material payment default. The equity courts of any state, however, may refuse
to allow the foreclosure of a mortgage, deed of trust or other security
instrument or to permit the acceleration of the indebtedness if:

     o    the default is deemed to be immaterial,

                                      -30-


     o    the exercise of those remedies would be inequitable or unjust, or

     o    the circumstances would render the acceleration unconscionable.

     Assignments of Leases. Some or all of the mortgage loans included in one of
our trusts may be secured by, among other things, an assignment of leases and
rents. Under that document, the related borrower will assign its right, title
and interest as landlord under the leases on the related real property and the
income derived from those leases to the lender as further security for the
related mortgage loan, while retaining a license to collect rents for so long as
there is no default. In the event the borrower defaults, the license terminates
and the lender is entitled to collect rents. In some cases, those assignments
may not be perfected as security interests prior to actual possession of the
cash flow. Accordingly, state law may require that the lender take possession of
the property and obtain a judicial appointment of a receiver before becoming
entitled to collect the rents. In addition, the commencement of bankruptcy or
similar proceedings by or with respect to the borrower will adversely affect the
lender's ability to collect the rents. See "LEGAL ASPECTS OF MORTGAGE
LOANS--Bankruptcy Laws".

     Defeasance. A mortgage loan underlying a series of offered certificates may
permit the related borrower, during the periods specified and subject to the
conditions set forth in the loan, to pledge to the holder of the mortgage loan a
specified amount of U.S. Treasury obligations or other government securities and
thereby obtain a release of the related mortgaged property. The cash amount
which a borrower must expend to purchase, or must deliver to a master servicer
in order for the master servicer to purchase, the required United States
government securities may be in excess of the principal balance of the mortgage
loan. A court could interpret that excess amount as a form of prepayment premium
or could take it into account for usury purposes. In some states, some forms of
prepayment premiums are unenforceable. If the payment of that excess amount were
held to be unenforceable, the remaining portion of the cash amount to be
delivered may be insufficient to purchase the requisite amount of United States
government securities.

LACK OF INSURANCE COVERAGE EXPOSES A TRUST TO RISK FOR PARTICULAR SPECIAL HAZARD
LOSSES

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of a property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in the related
policy. Most insurance policies typically do not cover any physical damage
resulting from, among other things:

     o    war,

     o    revolution,

     o    governmental actions,

     o    floods and other water-related causes,

     o    earth movement, including earthquakes, landslides and mudflows,

     o    wet or dry rot,

     o    mold,

     o    vermin, and

     o    domestic animals.


                                      -31-


     Not all of the mortgaged real properties that secure mortgage loans
included in one of our trusts will be insured against acts of terrorism. Some of
those mortgage loans may not require terrorism insurance coverage. In other
cases, because of heightened concern over future terrorist activities in the
United States, it may be difficult for borrowers to obtain or renew terrorism
insurance coverage at commercially reasonable rates.

     Unless the related mortgage loan documents specifically require the
borrower to insure against physical damage arising from these causes, then the
resulting losses may be borne by you as a holder of offered certificates.

GROUND LEASES CREATE RISKS FOR LENDERS THAT ARE NOT PRESENT WHEN LENDING ON AN
ACTUAL OWNERSHIP INTEREST IN A REAL PROPERTY

     In order to secure a mortgage loan, a borrower may grant a lien on its
leasehold interest in a real property as tenant under a ground lease. If the
ground lease does not provide for notice to a lender of a default under the
ground lease on the part of the borrower, together with a reasonable opportunity
for the lender to cure the default, the lender may be unable to prevent
termination of the lease and may lose its collateral.

     In addition, upon the bankruptcy of a landlord or a tenant under a ground
lease, the debtor entity has the right to assume or reject the ground lease. If
a debtor landlord rejects the lease, the tenant has the right to remain in
possession of its leased premises at the rent reserved in the lease for the
term, including renewals. If a debtor tenant rejects any or all of its leases,
the tenant's lender may not be able to succeed to the tenant's position under
the lease unless the landlord has specifically granted the lender that right. If
both the landlord and the tenant are involved in bankruptcy proceedings, the
trustee for your offered certificates may be unable to enforce the bankrupt
tenant's obligation to refuse to treat as terminated a ground lease rejected by
a bankrupt landlord. In those circumstances, it is possible that the trustee
could be deprived of its security interest in the leasehold estate,
notwithstanding lender protection provisions contained in the lease or mortgage
loan documents.

     Further, in a recent decision by the United States Court of Appeals for the
Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 2003 U.S. App.
LEXIS 7612 (7th Cir. Apr. 23, 2003)), the court ruled that where a statutory
sale of the leased property occurs under Section 363(f) of the U.S. Bankruptcy
Code upon the bankruptcy of a landlord, the sale terminates a lessee's
possessory interest in the property, and the purchaser assumes title free and
clear of any interest, including any leasehold estates. Pursuant to Section
363(e) of the U.S. Bankruptcy Code, a lessee may request the bankruptcy court to
prohibit or condition the statutory sale of the property so as to provide
adequate protection of the leasehold interest; however, the court ruled that
this provision does not ensure continued possession of the property, but rather
entitles the lessee to compensation for the value of its leasehold interest,
typically from the sale proceeds. As a result, there can be no assurance that,
in the event of a statutory sale of leased property pursuant to Section 363(f)
of the Bankruptcy Code, the lessee may be able to maintain possession of the
property under the ground lease. In addition, there can be no assurance that the
lessee and/or the lender (to the extent it can obtain standing to intervene)
will be able to recuperate the full value of the leasehold interest in
bankruptcy court.

CHANGES IN ZONING LAWS MAY ADVERSELY AFFECT THE USE OR VALUE OF A REAL PROPERTY

     Due to changes in zoning requirements since construction, an
income-producing property may not comply with current zoning laws, including
density, use, parking and set back requirements. Accordingly, the property may
be a permitted non-conforming structure or the operation of the property may be
a permitted non-conforming use. This means that the owner is not required to
alter the property's structure or use to comply with the new law, but the owner
may be limited in its ability to rebuild the premises "as is" in the event of a
substantial casualty loss. This may adversely affect the cash flow available
following the casualty. If a substantial casualty were to occur, insurance
proceeds may not be sufficient to pay a mortgage loan secured by the property in
full. In

                                      -32-


addition, if the property were repaired or restored in conformity with the
current law, its value or revenue-producing potential may be less than that
which existed before the casualty.

COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OF 1990 MAY BE EXPENSIVE

     Under the Americans with Disabilities Act of 1990, all public
accommodations are required to meet federal requirements related to access and
use by disabled persons. If a property does not currently comply with that Act,
the property owner may be required to incur significant costs in order to effect
that compliance. This will reduce the amount of cash flow available to cover
other required maintenance and capital improvements and to pay debt service on
the mortgage loan(s) that may encumber that property. There can be no assurance
that the owner will have sufficient funds to cover the costs necessary to comply
with that Act. In addition, noncompliance could result in the imposition of
fines by the federal government or an award or damages to private litigants.

LITIGATION MAY ADVERSELY AFFECT A BORROWER'S ABILITY TO REPAY ITS MORTGAGE LOAN

     The owner of a multifamily or commercial property may be a defendant in a
litigation arising out of, among other things, the following:

     o    breach of contract involving a tenant, a supplier or other party;

     o    negligence resulting in a personal injury, or

     o    responsibility for an environmental problem.

     Litigation will divert the owner's attention from operating its property.
If the litigation were decided adversely to the owner, the award to the
plaintiff may adversely affect the owner's ability to repay a mortgage loan
secured by the property.

RESIDUAL INTERESTS IN A REAL ESTATE MORTGAGE INVESTMENT CONDUIT HAVE ADVERSE TAX
CONSEQUENCES

     Inclusion of Taxable Income in Excess of Cash Received. If you own a
certificate that is a residual interest in a real estate mortgage investment
conduit, or REMIC, for federal income tax purposes, you will have to report on
your income tax return as ordinary income your pro rata share of the taxable
income of that REMIC, regardless of the amount or timing of your possible
receipt of any cash on the certificate. As a result, your offered certificate
may have phantom income early in the term of the REMIC because the taxable
income from the certificate may exceed the amount of economic income, if any,
attributable to the certificate. While you will have a corresponding amount of
tax losses later in the term of the REMIC, the present value of the phantom
income may significantly exceed the present value of the tax losses. Therefore,
the after-tax yield on any REMIC residual certificate may be significantly less
than that of a corporate bond or other instrument having similar cash flow
characteristics. In fact, some offered certificates that are residual interests,
may have a negative value.

     You will have to report your share of the taxable income and net loss of
the REMIC until all the certificates in the related series have a principal
balance of zero. See "FEDERAL INCOME TAX CONSEQUENCES--REMICs".

     Some Taxable Income of a Residual Interest Cannot Be Offset Under the
Internal Revenue Code of 1986. A portion of the taxable income from a REMIC
residual certificate may be treated as excess inclusions under the Internal
Revenue Code of 1986. You will have to pay tax on the excess inclusions
regardless of whether you have other credits, deductions or losses. In
particular, the tax on excess inclusion:

     o    generally will not be reduced by losses from other activities,

                                      -33-


     o    for a tax-exempt holder, will be treated as unrelated business taxable
          income, and

     o    for a foreign holder, will not qualify for any exemption from
          withholding tax.

     Individuals and Some Entities Should Not Invest in REMIC Residual
Certificates. The fees and non-interest expenses of a REMIC will be allocated
pro rata to certificates that are residual interests in the REMIC. However,
individuals will only be able to deduct these expenses as miscellaneous itemized
deductions, which are subject to numerous restrictions and limitations under the
Internal Revenue Code of 1986. Therefore, the certificates that are residual
interests generally are not appropriate investments for:

     o    individuals,

     o    estates,

     o    trusts beneficially owned by any individual or estate, and

     o    pass-through entities having any individual, estate or trust as a
          shareholder, member or partner.

     In addition, the REMIC residual certificates will be subject to numerous
transfer restrictions. These restrictions will reduce your ability to liquidate
a REMIC residual certificate. For example, unless we indicate otherwise in the
related prospectus supplement, you will not be able to transfer a REMIC residual
certificate to:

     o    a foreign person under the Internal Revenue Code of 1986, or

     o    a U.S. Person that is classified as a partnership under the Internal
          Revenue Code of 1986, unless all of its beneficial owners are U.S.
          Persons, or

     o    a foreign permanent establishment or fixed base (within the meaning of
          an applicable income tax treaty) of a U.S. Person.

     See "FEDERAL INCOME TAX CONSEQUENCES--REMICs--Taxation of Owners of REMIC
Residual Certificates".

PROBLEMS WITH BOOK-ENTRY REGISTRATION

     Your offered certificates may be issued in book-entry form through the
facilities of the Depository Trust Company. As a result--

     o    you will be able to exercise your rights as a certificateholder only
          indirectly through the Depository Trust Company and its participating
          organizations;

     o    you may have only limited access to information regarding your offered
          certificates;

     o    you may suffer delays in the receipt of payments on your offered
          certificates; and

     o    your ability to pledge or otherwise take action with respect to your
          offered certificates may be limited due to the lack of a physical
          certificate evidencing your ownership of those certificates.

     See "DESCRIPTION OF THE CERTIFICATES--Book-Entry Registration and
Definitive Certificates".

                                      -34-



POTENTIAL CONFLICTS OF INTEREST CAN AFFECT A PERSON'S PERFORMANCE

     The master servicer or special servicer for one of our trusts, or any of
their respective affiliates, may purchase certificates evidencing interests in
that trust.

     In addition, the master servicer or special servicer for one of our trusts,
or any of their respective affiliates, may have interests in, or other financial
relationships with, borrowers under the related mortgage loans.

     In servicing the mortgage loans in any of our trusts, the related master
servicer and special servicer will each be required to observe the terms of the
governing document(s) for the related series of offered certificates and, in
particular, to act in accordance with the servicing standard described in the
related prospectus supplement. You should consider, however, that either of
these parties, if it or an affiliate owns certificates, or has financial
interests in or other financial dealings with any of the related borrowers, may
have interests when dealing with the mortgage loans underlying your offered
certificates that are in conflict with your interests. For example, if the
related special servicer owns any certificates, it could seek to mitigate the
potential loss on its certificates from a troubled mortgage loan by delaying
enforcement in the hope of realizing greater proceeds in the future. However,
this action by a special servicer could result a lower recovery to the related
trust than would have been the case if the special servicer had not delayed in
taking enforcement action.

     Furthermore, the master servicer or special servicer for any of our trusts
may service existing and new loans for third parties, including portfolios of
loans similar to the mortgage loans included in that trust. The properties
securing these other loans may be in the same markets as and compete with the
properties securing mortgage loans in our trust. Accordingly, that master
servicer or special servicer may be acting on behalf of parties with conflicting
interests.

THE RISK OF TERRORISM IN THE UNITED STATES AND MILITARY ACTION MAY ADVERSELY
AFFECT THE VALUE OF THE OFFERED CERTIFICATES AND PAYMENTS ON THE MORTGAGE ASSETS

     It is impossible to predict the extent to which terrorist activities may
occur in the United States. Furthermore, it is uncertain what effects any past
or future terrorist activities and/or consequent actions on the part of the
United States Government and others, including military action, will have on
U.S. and world financial markets; local, regional and national economies; real
estate markets across the U.S.; and/or particular business segments, including
those that are important to the performance of the real properties that secure
the mortgage loans underlying any series of offered certificates. Among other
things, reduced investor confidence could result in substantial volatility in
securities markets and a decline in real estate-related investments. In
addition, reduced consumer confidence, as well as a heightened concern for
personal safety, could result in a material decline in personal spending and
travel.

     As a result of the foregoing, defaults on commercial real estate loans
could increase; and, regardless of the performance of the mortgage loans
underlying any series of offered certificates, the liquidity and market value of
those offered certificates may be impaired.


                    CAPITALIZED TERMS USED IN THIS PROSPECTUS

     From time to time we use capitalized terms in this prospectus. Each of
those capitalized terms will have the meaning assigned to it in the glossary
attached to this prospectus.


                                      -35-



                         DESCRIPTION OF THE TRUST ASSETS

GENERAL

     We will be responsible for establishing the trust underlying each series of
offered certificates. The assets of the trust will primarily consist of:

     o    various types of multifamily and/or commercial mortgage loans;

     o    mortgage participations, pass-through certificates, collateralized
          mortgage obligations or other mortgage-backed securities that directly
          or indirectly evidence interests in, or are secured by pledges of, one
          or more of various types of multifamily and/or commercial mortgage
          loans; or

     o    a combination of mortgage loans and mortgage-backed securities of the
          types described above.

     We do not originate mortgage loans. Accordingly, we must acquire each of
the mortgage loans to be included in one of our trusts from the originator or a
subsequent assignee. In some cases, that originator or subsequent assignee will
be one of our affiliates.

     Unless we indicate otherwise in the related prospectus supplement, we will
acquire, directly or through one of our affiliates, in the secondary market, any
mortgage-backed security to be included in one of our trusts.

     Neither we nor any of our affiliates will guarantee any of the mortgage
assets included in one of our trusts. Furthermore, unless we indicate otherwise
in the related prospectus supplement, no governmental agency or instrumentality
will guarantee or insure any of those mortgage assets.

MORTGAGE LOANS

     General. Each mortgage loan underlying the offered certificates will
constitute the obligation of one or more persons to repay a debt. That
obligation will be evidenced by a promissory note or bond. In addition, that
obligation will be secured by a mortgage, deed of trust or other security
instrument that creates a first or junior lien on, or security interest in, an
interest in one or more of the following types of real property:

     o    rental or cooperatively-owned buildings with multiple dwelling units;

     o    retail properties related to the sale of consumer goods and other
          products to the general public, such as shopping centers, malls,
          factory outlet centers, automotive sales centers, department stores
          and other retail stores, grocery stores, specialty shops, convenience
          stores and gas stations;

     o    retail properties related to providing entertainment, recreational and
          personal services to the general public, such as movie theaters,
          fitness centers, bowling alleys, salons, dry cleaners and automotive
          service centers;

     o    office properties;

     o    hospitality properties, such as hotels, motels and other lodging
          facilities;

     o    casino properties;

     o    health care related properties, such as hospitals, skilled nursing
          facilities, nursing homes, congregate care facilities and, in some
          cases, assisted living centers and senior housing;


                                      -36-



     o    industrial properties;

     o    warehouse facilities, mini-warehouse facilities and self-storage
          facilities;

     o    restaurants, taverns and other establishments involved in the food and
          beverage industry;

     o    manufactured housing communities, mobile home parks and recreational
          vehicle parks;

     o    recreational and resort properties, such as golf courses, marinas, ski
          resorts and amusement parks;

     o    arenas and stadiums;

     o    churches and other religious facilities;

     o    parking lots and garages;

     o    mixed use properties;

     o    other income-producing properties; and

     o    unimproved land.

     The real property interests that may be encumbered in order to secure a
mortgage loan underlying your offered certificates, include--

     o    a fee interest or estate, which consists of ownership of the property
          for an indefinite period,

     o    an estate for years, which consists of ownership of the property for a
          specified period of years,

     o    a leasehold interest or estate, which consists of a right to occupy
          and use the property for a specified period of years, subject to the
          terms and conditions of a lease,

     o    shares in a cooperative corporation which owns the property, or

     o    any other real estate interest under applicable local law.

Any of these real property interests may be subject to deed restrictions,
easements, rights of way and other matters of public record with respect to the
related property. In addition, the use of, and improvements that may be
constructed on, any particular real property will, in most cases, be subject to
zoning laws and other legal restrictions.

     Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by liens on real properties located in the United
States, its territories and possessions. However, some of those mortgage loans
may be secured by liens on real properties located outside the United States,
its territories and possessions, provided that foreign mortgage loans do not
represent more than 10% of the related mortgage asset pool, by balance.


                                      -37-



     If we so indicate in the related prospectus supplement, one or more of the
mortgage loans underlying a series of offered certificates may be secured by a
junior lien on the related real property. However, the loan or loans secured by
the more senior liens on that property may not be included in the related trust.
The primary risk to the holder of a mortgage loan secured by a junior lien on a
real property is the possibility that the foreclosure proceeds remaining after
payment of the loans secured by more senior liens on that property will be
insufficient to pay the junior loan in full. In a foreclosure proceeding, the
sale proceeds are generally applied--

     o    first, to the payment of court costs and fees in connection with the
          foreclosure,

     o    second, to the payment of real estate taxes, and

     o    third, to the payment of any and all principal, interest, prepayment
          or acceleration penalties, and other amounts owing to the holder of
          the senior loans.

The claims of the holders of the senior loans must be satisfied in full before
the holder of the junior loan receives any payments with respect to the junior
loan. If a lender forecloses on a junior loan, it does so subject to any related
senior loans.

     If we so indicate in the related prospectus supplement, the mortgage loans
underlying a series of offered certificates may be delinquent as of the date the
certificates are initially issued. In those cases, we will describe in the
related prospectus supplement--

     o    the period of the delinquency,

     o    any forbearance arrangement then in effect,

     o    the condition of the related real property, and

     o    the ability of the related real property to generate income to service
          the mortgage debt.

We will not, however, transfer any mortgage loan to a trust if we know that the
mortgage loan is, at the time of transfer, more than 90 days delinquent with
respect to any scheduled payment of principal or interest or in foreclosure.

     A Discussion of the Various Types of Multifamily and Commercial Properties
that May Secure Mortgage Loans Underlying a Series of Offered Certificates. The
mortgage loans underlying a series of offered certificates may be secured by
numerous types of multifamily and commercial properties. As we discuss below
under "--Mortgage Loans--Default and Loss Considerations with Respect to
Commercial and Multifamily Mortgage Loans", the adequacy of an income-producing
property as security for a mortgage loan depends in large part on its value and
ability to generate net operating income. Set forth below is a discussion of
some of the various factors that may affect the value and operations of the
indicated types of multifamily and commercial properties.

     Multifamily Rental Properties. Factors affecting the value and operation of
a multifamily rental property include:

     o    the physical attributes of the property, such as its age, appearance,
          amenities and construction quality;

     o    the types of services or amenities offered at the property;

     o    the location of the property;


                                      -38-



     o    the characteristics of the surrounding neighborhood, which may change
          over time;

     o    the rents charged for dwelling units at the property relative to the
          rents charged for comparable units at competing properties;

     o    the ability of management to provide adequate maintenance and
          insurance;

     o    the property's reputation;

     o    the level of mortgage interest rates, which may encourage tenants to
          purchase rather than lease housing;

     o    the existence or construction of competing or alternative residential
          properties, including other apartment buildings and complexes,
          manufactured housing communities, mobile home parks and single-family
          housing;

     o    the ability of management to respond to competition;

     o    the tenant mix and whether the property is primarily occupied by
          workers from a particular company or type of business, or personnel
          from a local military base;

     o    in the case of student housing facilities, the reliance on the
          financial well-being of the college or university to which it relates,
          competition from on-campus housing units, and the relatively higher
          turnover rate compared to other types of multifamily tenants;

     o    adverse local, regional or national economic conditions, which may
          limit the amount that may be charged for rents and may result in a
          reduction in timely rent payments or a reduction in occupancy levels;

     o    state and local regulations, which may affect the property owner's
          ability to increase rent to the market rent for an equivalent
          apartment;

     o    the extent to which the property is subject to land use restrictive
          covenants or contractual covenants that require that units be rented
          to low income tenants;

     o    the extent to which the cost of operating the property, including the
          cost of utilities and the cost of required capital expenditures, may
          increase; and

     o    the extent to which increases in operating costs may be passed through
          to tenants.

     Because units in a multifamily rental property are leased to individuals,
usually for no more than a year, the property is likely to respond relatively
quickly to a downturn in the local economy or to the closing of a major employer
in the area.

     Some states regulate the relationship of an owner and its tenants at a
multifamily rental property. Among other things, these states may--

     o    require written leases;

     o    require good cause for eviction;


                                      -39-



     o    require disclosure of fees;

     o    prohibit unreasonable rules;

     o    prohibit retaliatory evictions;

     o    prohibit restrictions on a resident's choice of unit vendors;

     o    limit the bases on which a landlord may increase rent; or

     o    prohibit a landlord from terminating a tenancy solely by reason of the
          sale of the owner's building.

     Apartment building owners have been the subject of suits under state Unfair
and Deceptive Practices Acts and other general consumer protection statutes for
coercive, abusive or unconscionable leasing and sales practices.

     Some counties and municipalities also impose rent control regulations on
apartment buildings. These regulations may limit rent increases to--

     o    fixed percentages,

     o    percentages of increases in the consumer price index,

     o    increases set or approved by a governmental agency, or

     o    increases determined through mediation or binding arbitration.

     In many cases, the rent control laws do not provide for decontrol of rental
rates upon vacancy of individual units. Any limitations on a landlord's ability
to raise rents at a multifamily rental property may impair the landlord's
ability to repay a mortgage loan secured by the property or to meet operating
costs.

     Some multifamily rental properties are subject to land use restrictive
covenants or contractual covenants in favor of federal or state housing
agencies. These covenants generally require that a minimum number or percentage
of units be rented to tenants who have incomes that are substantially lower than
median incomes in the area or region. These covenants may limit the potential
rental rates that may be charged at a multifamily rental property, the potential
tenant base for the property or both. An owner may subject a multifamily rental
property to these covenants in exchange for tax credits or rent subsidies. When
the credits or subsidies cease, net operating income will decline. The
differences in rents between subsidized or supported properties and other
multifamily rental properties in the same area may not be a sufficient economic
incentive for some eligible tenants to reside at a subsidized or supported
property that may have fewer amenities or be less attractive as a residence. As
a result, occupancy levels at a subsidized or supported property may decline,
which may adversely affect the value and successful operation of the property.

     Some mortgage loans underlying the offered certificates will be secured
by--

     o    the related borrower's interest in multiple units in a residential
          condominium project, and

     o    the related voting rights in the owners' association for the project.

     Due to the nature of condominiums, a default on any of those mortgage loans
will not allow the related special servicer the same flexibility in realizing on
the real property collateral as is generally available with



                                      -40-


respect to multifamily rental properties that are not condominiums. The rights
of other unit owners, the governing documents of the owners' association and the
state and local laws applicable to condominiums must be considered and
respected. Consequently, servicing and realizing upon the collateral for those
mortgage loans could subject the related trust to greater delay, expense and
risk than a loan secured by a multifamily rental property that is not a
condominium.

     Cooperatively-Owned Apartment Buildings. Some multifamily properties are
owned or leased by cooperative corporations. In general, each shareholder in the
corporation is entitled to occupy a particular apartment unit under a long-term
proprietary lease or occupancy agreement.

     A tenant/shareholder of a cooperative corporation must make a monthly
maintenance payment to the corporation. The monthly maintenance payment
represents a tenant/shareholder's pro rata share of the corporation's--

     o    mortgage loan payments,

     o    real property taxes,

     o    maintenance expenses, and

     o    other capital and ordinary expenses of the property.

These monthly maintenance payments are in addition to any payments of principal
and interest the tenant/shareholder must make on any loans of the
tenant/shareholder secured by its shares in the corporation.

     A cooperative corporation is directly responsible for building maintenance
and payment of real estate taxes and hazard and liability insurance premiums. A
cooperative corporation's ability to meet debt service obligations on a mortgage
loan secured by, and to pay all other operating expenses of, the cooperatively
owned property depends primarily upon the receipt of--

     o    maintenance payments from the tenant/shareholders, and

     o    any rental income from units or commercial space that the cooperative
          corporation might control.

     A cooperative corporation may have to impose special assessments on the
tenant/shareholders in order to pay unanticipated expenditures. Accordingly, a
cooperative corporation is highly dependent on the financial well being of its
tenant/shareholders. A cooperative corporation's ability to pay the amount of
any balloon payment due at the maturity of a mortgage loan secured by the
cooperatively owned property depends primarily on its ability to refinance the
property. Additional factors likely to affect the economic performance of a
cooperative corporation include--

     o    the failure of the corporation to qualify for favorable tax treatment
          as a "cooperative housing corporation" each year, which may reduce the
          cash flow available to make debt service payments on a mortgage loan
          secured by cooperatively owned property; and

     o    the possibility that, upon foreclosure, if the cooperatively-owned
          property becomes a rental property, certain units could be subject to
          rent control, stabilization and tenants' rights laws, at below market
          rents, which may affect rental income levels and the marketability and
          sale proceeds of the ensuing rental property as a whole.


                                      -41-



     In a typical cooperative conversion plan, the owner of a rental apartment
building contracts to sell the building to a newly formed cooperative
corporation. Shares are allocated to each apartment unit by the owner or
sponsor. The current tenants have a specified period to subscribe at prices
discounted from the prices to be offered to the public after that period. As
part of the consideration for the sale, the owner or sponsor receives all the
unsold shares of the cooperative corporation. In general the sponsor controls
the corporation's board of directors and management for a limited period of
time. If the sponsor holds the shares allocated to a large number of apartment
units, the lender on a mortgage loan secured by a cooperatively owned property
may be adversely affected by a decline in the creditworthiness of the sponsor.

     Many cooperative conversion plans are non-eviction plans. Under a
non-eviction plan, a tenant at the time of conversion who chooses not to
purchase shares is entitled to reside in its apartment unit as a subtenant from
the owner of the shares allocated to that unit. Any applicable rent control or
rent stabilization laws would continue to be applicable to the subtenancy. In
addition, the subtenant may be entitled to renew its lease for an indefinite
number of years with continued protection from rent increases above those
permitted by any applicable rent control and rent stabilization laws. The
owner/shareholder is responsible for the maintenance payments to the cooperative
corporation without regard to whether it receives rent from the subtenant or
whether the rent payments are lower than maintenance payments on the unit.
Newly-formed cooperative corporations typically have the greatest concentration
of non-tenant/shareholders.

     Retail Properties. The term "retail property" encompasses a broad range of
properties at which businesses sell consumer goods and other products and
provide various entertainment, recreational or personal services to the general
public. Some examples of retail properties include--

     o    shopping centers,

     o    factory outlet centers,

     o    malls,

     o    automotive sales and service centers,

     o    consumer oriented businesses,

     o    department stores,

     o    grocery stores,

     o    convenience stores,

     o    specialty shops,

     o    gas stations,

     o    movie theaters,

     o    fitness centers,

     o    bowling alleys,

     o    salons, and


                                      -42-



     o    dry cleaners.

     Unless owner occupied, retail properties generally derive all or a
substantial percentage of their income from lease payments from commercial
tenants. Therefore, it is important for the owner of a retail property to
attract and keep tenants, particularly significant tenants, that are able to
meet their lease obligations. In order to attract tenants, the owner of a retail
property may be required to--

     o    lower rents,

     o    grant a potential tenant a free rent or reduced rent period,

     o    improve the condition of the property generally, or

     o    make at its own expense, or grant a rent abatement to cover, tenant
          improvements for a potential tenant.

     A prospective tenant will also be interested in the number and type of
customers that it will be able to attract at a particular retail property. The
ability of a tenant at a particular retail property to attract customers will be
affected by a number of factors related to the property and the surrounding
area, including:

     o    competition from other retail properties;

     o    perceptions regarding the safety, convenience and attractiveness of
          the property;

     o    perceptions regarding the safety of the surrounding area;

     o    demographics of the surrounding area;

     o    the strength and stability of the local, regional and national
          economies;

     o    traffic patterns and access to major thoroughfares;

     o    the visibility of the property;

     o    availability of parking;

     o    the particular mixture of the goods and services offered at the
          property;

     o    customer tastes, preferences and spending patterns; and

     o    the drawing power of other tenants.

     The success of a retail property is often dependent on the success of its
tenants' businesses. A significant component of the total rent paid by tenants
of retail properties is often tied to a percentage of gross sales or revenues.
Declines in sales or revenues of the tenants will likely cause a corresponding
decline in percentage rents and/or impair the tenants' ability to pay their rent
or other occupancy costs. A default by a tenant under its lease could result in
delays and costs in enforcing the landlord's rights. Retail properties would be
directly and adversely affected by a decline in the local economy and reduced
consumer spending.

     Repayment of a mortgage loan secured by a retail property will be affected
by the expiration of space leases at the property and the ability of the
borrower to renew or relet the space on comparable terms. Even if



                                      -43-


vacant space is successfully relet, the costs associated with reletting,
including tenant improvements, leasing commissions and free rent, may be
substantial and could reduce cash flow from a retail property.

     The presence or absence of an anchor tenant or a shadow anchor in a
multi-tenanted retail property can be important. Anchor tenants play a key role
in generating customer traffic and making the center desirable for other
tenants. An anchor tenant is, in general, a retail tenant whose space is
substantially larger in size than that of other tenants at the same retail
property and whose operation is vital in attracting customers to the property. A
shadow anchor is usually significantly larger in size than most tenants in the
property, is important in attracting customers to a retail property and is
located sufficiently close and conveniently to the property, but not on the
property, so as to influence and attract potential customers. At some retail
properties, the anchor tenant owns the space it occupies. In those cases where
the property owner does not control the space occupied by the anchor tenant, the
property owner may not be able to take actions with respect to the space that it
otherwise typically would, such as granting concessions to retain an anchor
tenant or removing an ineffective anchor tenant. In some cases, an anchor tenant
may cease to operate at the property, thereby leaving its space unoccupied even
though it continues to own or pay rent on the vacant or dark space. If an anchor
tenant ceases operations at a retail property, other tenants at the property may
be entitled to terminate their leases prior to the scheduled termination date or
to pay rent at a reduced rate for the remaining term of the lease. Additionally,
if an anchor store that was part of the mortgaged property were to close, the
related borrower may be unable to replace the anchor in a timely manner or
without suffering adverse economic consequences. In addition, in the event that
a shadow anchor fails to renew its lease, terminates its lease or otherwise
ceases to conduct business within a close proximity to a mortgaged property,
customer traffic at the mortgaged property may be substantially reduced.

     Various factors will adversely affect the economic performance of an
anchored retail property, including:

     o    an anchor tenant's failure to renew its lease;

     o    termination of an anchor tenant's lease;

     o    the bankruptcy or economic decline of an anchor tenant or a self-owned
          anchor;

     o    the cessation of the business of a self-owned anchor or of an anchor
          tenant, notwithstanding its continued ownership of the previously
          occupied space or its continued payment of rent, as the case may be;
          or

     o    a loss of an anchor tenant's ability to attract shoppers.

     Retail properties may also face competition from sources outside a given
real estate market or with lower operating costs. For example, all of the
following compete with more traditional department stores and specialty shops
for consumer dollars:

     o    factory outlet centers;

     o    discount shopping centers and clubs;

     o    catalogue retailers;

     o    television shopping networks and programs;

     o    internet web sites; and

     o    telemarketing.


                                      -44-



     Similarly, home movie rentals and pay-per-view movies provide alternate
sources of entertainment to movie theaters. Continued growth of these
alternative retail outlets and entertainment sources, which are often
characterized by lower operating costs, could adversely affect the rents
collectible at retail properties.

     Gas stations, automotive sales and service centers and dry cleaners also
pose unique environmental risks because of the nature of their businesses and
the types of products used or sold in those businesses.

     Office Properties. Factors affecting the value and operation of an office
property include:

     o    the number and quality of the tenants, particularly significant
          tenants, at the property;

     o    the physical attributes of the building in relation to competing
          buildings;

     o    the location of the property with respect to the central business
          district or population centers;

     o    demographic trends within the metropolitan area to move away from or
          towards the central business district;

     o    social trends combined with space management trends, which may change
          towards options such as telecommuting or hoteling to satisfy space
          needs;

     o    tax incentives offered to businesses or property owners by cities or
          suburbs adjacent to or near where the building is located;

     o    local competitive conditions, such as the supply of office space or
          the existence or construction of new competitive office buildings;

     o    the quality and philosophy of building management;

     o    access to mass transportation; and

     o    changes in zoning laws.

     Office properties may be adversely affected by an economic decline in the
business operated by their tenants. The risk associated with that economic
decline is increased if revenue is dependent on a single tenant or if there is a
significant concentration of tenants in a particular business or industry.

     Office properties are also subject to competition with other office
properties in the same market. Competitive factors affecting an office property
include:

     o    rental rates;

     o    the building's age, condition and design, including floor sizes and
          layout;

     o    access to public transportation and availability of parking; and

     o    amenities offered to its tenants, including sophisticated building
          systems, such as fiber optic cables, satellite communications or other
          base building technological features.

     The cost of refitting office space for a new tenant is often higher than
for other property types.


                                      -45-



     The success of an office property also depends on the local economy.
Factors influencing a company's decision to locate in a given area include:

     o    the cost and quality of labor;

     o    tax incentives; and

     o    quality of life considerations, such as schools and cultural
          amenities.

     The strength and stability of the local or regional economy will affect an
office property's ability to attract stable tenants on a consistent basis. A
central business district may have a substantially different economy from that
of a suburb.

     Hospitality Properties. Hospitality properties may involve different types
of hotels and motels, including:

     o    full service hotels;

     o    resort hotels with many amenities;

     o    limited service hotels;

     o    hotels and motels associated with national or regional franchise
          chains;

     o    hotels that are not affiliated with any franchise chain but may have
          their own brand identity; and

     o    other lodging facilities.

     Factors affecting the economic performance of a hospitality property
include:

     o    the location of the property and its proximity to major population
          centers or attractions;

     o    the seasonal nature of business at the property;

     o    the level of room rates relative to those charged by competitors;

     o    quality and perception of the franchise affiliation, if any;

     o    economic conditions, either local, regional or national, which may
          limit the amount that can be charged for a room and may result in a
          reduction in occupancy levels;

     o    the existence or construction of competing hospitality properties;

     o    nature and quality of the services and facilities;

     o    financial strength and capabilities of the owner and operator;

     o    the need for continuing expenditures for modernizing, refurbishing and
          maintaining existing facilities;

     o    increases in operating costs, which may not be offset by increased
          room rates;


                                      -46-



     o    the property's dependence on business and commercial travelers and
          tourism;

     o    changes in travel patterns caused by changes in access, energy prices,
          labor strikes, relocation of highways, the reconstruction of
          additional highways or other factors; and

     o    changes in travel patterns caused by perceptions of travel safety,
          which perceptions can be significantly and adversely influenced by
          terrorist acts and foreign conflict as well as apprehension regarding
          the possibility of such acts or conflicts.

     Because limited service hotels and motels are relatively quick and
inexpensive to construct and may quickly reflect a positive value, an
over-building of these hotels and motels could occur in any given region, which
would likely adversely affect occupancy and daily room rates. Further, because
rooms at hospitality properties are generally rented for short periods of time,
hospitality properties tend to be more sensitive to adverse economic conditions
and competition than many other types of commercial properties. Additionally,
the revenues of some hospitality properties, particularly those located in
regions whose economies depend upon tourism, may be highly seasonal in nature.

     Hospitality properties may be operated under franchise agreements. The
continuation of a franchise is typically subject to specified operating
standards and other terms and conditions. The franchisor periodically inspects
its licensed properties to confirm adherence to its operating standards. The
failure of the hospitality property to maintain those standards or adhere to
those other terms and conditions could result in the loss or cancellation of the
franchise license. It is possible that the franchisor could condition the
continuation of a franchise license on the completion of capital improvements or
the making of capital expenditures that the owner of the hospitality property
determines are too expensive or are otherwise unwarranted in light of the
operating results or prospects of the property. In that event, the owner of the
hospitality property may elect to allow the franchise license to lapse. In any
case, if the franchise is terminated, the owner of the hospitality property may
seek to obtain a suitable replacement franchise, which may be at significantly
higher fees than the previous franchise, or to operate property independently of
a franchise license. The loss of a franchise license could have a material
adverse effect upon the operations or value of the hospitality property because
of the loss of associated name recognition, marketing support and centralized
reservation systems provided by the franchisor.

     The viability of any hospitality property that is a franchise of a national
or a regional hotel or motel chain is dependent upon:

     o    the continued existence and financial strength of the franchisor;

     o    the public perception of the franchise service mark; and

     o    the duration of the franchise licensing agreement.

     The transferability of franchise license agreements may be restricted. The
consent of the franchisor would be required for the continued use of the
franchise license by the hospitality property following a foreclosure.
Conversely, a lender may be unable to remove a franchisor that it desires to
replace following a foreclosure. Additionally, any provision in a franchise
agreement or management agreement providing for termination because of a
bankruptcy of a franchisor or manager will generally not be enforceable. In the
event of a foreclosure on a hospitality property, the lender or other purchaser
of the hospitality property may not be entitled to the rights under any
associated liquor license. That party would be required to apply in its own
right for a new liquor license. There can be no assurance that a new license
could be obtained or that it could be obtained promptly. The lack of a liquor
license in a hospitality property could have an adverse impact on the revenue
from that property or on its occupancy rate.


                                      -47-



     Casino Properties. Factors affecting the economic performance of a casino
property include:

     o    location, including proximity to or easy access from major population
          centers;

     o    appearance;

     o    economic conditions, either local, regional or national, which may
          limit the amount of disposable income that potential patrons may have
          for gambling;

     o    the existence or construction of competing casinos;

     o    dependence on tourism; and

     o    local or state governmental regulation.

     Competition among major casinos may involve attracting patrons by--

     o    providing alternate forms of entertainment, such as performers and
          sporting events, and

     o    offering low-priced or free food and lodging.

     Casino owners may expend substantial sums to modernize, refurbish and
maintain existing facilities.

     Because of their dependence on disposable income of patrons, casino
properties are likely to respond quickly to a downturn in the economy.

     The ownership and operation of casino properties is often subject to local
or state governmental regulation. A government agency or authority may have
jurisdiction over or influence with respect to the foreclosure of a casino
property or the bankruptcy of its owner or operator. In some jurisdictions, it
may be necessary to receive governmental approval before foreclosing, thereby
resulting in substantial delays to a lender. Gaming licenses are not
transferable, including in connection with a foreclosure. There can be no
assurance that a lender or another purchaser in foreclosure or otherwise will be
able to obtain the requisite approvals to continue operating the foreclosed
property as a casino.

     Any given state or municipality that currently allows legalized gambling
could pass legislation banning it.

     The loss of a gaming license for any reason would have a material adverse
effect on the value of a casino property.

     Health Care Related Properties. Health care related properties include:

     o    hospitals;

     o    medical offices;

     o    skilled nursing facilities;

     o    nursing homes;

     o    congregate care facilities; and


                                      -48-



     o    in some cases, assisted living centers and housing for seniors.

     Health care related facilities, particularly nursing homes, may receive a
substantial portion of their revenues from government reimbursement programs,
primarily Medicaid and Medicare. Medicaid and Medicare are subject to:

     o    statutory and regulatory changes;

     o    retroactive rate adjustments;

     o    administrative rulings;

     o    policy interpretations;

     o    delays by fiscal intermediaries; and

     o    government funding restrictions.

All of the foregoing can adversely affect revenues from the operation a health
care related facility. Moreover, governmental payors have employed
cost-containment measures that limit payments to health care providers. In
addition, there are currently under consideration various proposals for national
health care relief that could further limit these payments.

     Providers of long-term nursing care and other medical services are highly
regulated by federal, state and local law. They are subject to numerous factors
which can increase the cost of operation, limit growth and, in extreme cases,
require or result in suspension or cessation of operations, including:

     o    federal and state licensing requirements;

     o    facility inspections;

     o    rate setting;

     o    reimbursement policies; and

     o    laws relating to the adequacy of medical care, distribution of
          pharmaceuticals, use of equipment, personnel operating policies and
          maintenance of and additions to facilities and services.

     Under applicable federal and state laws and regulations, Medicare and
Medicaid reimbursements generally may not be made to any person other than the
provider who actually furnished the related material goods and services.
Accordingly, in the event of foreclosure on a health care related facility,
neither a lender nor other subsequent lessee or operator of the property would
generally be entitled to obtain from federal or state governments any
outstanding reimbursement payments relating to services furnished at the
property prior to foreclosure. Furthermore, in the event of foreclosure, there
can be no assurance that a lender or other purchaser in a foreclosure sale would
be entitled to the rights under any required licenses and regulatory approvals.
The lender or other purchaser may have to apply in its own right for those
licenses and approvals. There can be no assurance that a new license could be
obtained or that a new approval would be granted.


                                      -49-



     Health care related facilities are generally special purpose properties
that could not be readily converted to general residential, retail or office
use. This will adversely affect their liquidation value. Furthermore, transfers
of health care related facilities are subject to regulatory approvals under
state, and in some cases federal, law not required for transfers of most other
types of commercial properties.

     Industrial Properties. Industrial properties may be adversely affected by
reduced demand for industrial space occasioned by a decline in a particular
industry segment and/or by a general slowdown in the economy. In addition, an
industrial property that suited the particular needs of its original tenant may
be difficult to relet to another tenant or may become functionally obsolete
relative to newer properties. Also, lease terms with respect to industrial
properties are generally for shorter periods of time and may result in a
substantial percentage of leases expiring in the same year at any particular
industrial property.

     The value and operation of an industrial property depends on:

     o    location of the property, the desirability of which in a particular
          instance may depend on--

          1.   availability of labor services,

          2.   proximity to supply sources and customers, and

          3.   accessibility to various modes of transportation and shipping,
               including railways, roadways, airline terminals and ports;

     o    building design of the property, the desirability of which in a
          particular instance may depend on--

          1.   ceiling heights,

          2.   column spacing,

          3.   number and depth of loading bays,

          4.   divisibility,

          5.   floor loading capacities,

          6.   truck turning radius,

          7.   overall functionality, and

          8.   adaptability of the property, because industrial tenants often
               need space that is acceptable for highly specialized activities;
               and

     o    the quality and creditworthiness of individual tenants, because
          industrial properties frequently have higher tenant concentrations.

     Industrial properties are generally special purpose properties that could
not be readily converted to general residential, retail or office use. This will
adversely affect their liquidation value. In addition, properties used for many
industrial purposes are more prone to environmental concerns than other property
types.

     Warehouse, Mini-Warehouse and Self-Storage Facilities. Warehouse,
mini-warehouse and self-storage properties are considered vulnerable to
competition because both acquisition costs and break-even occupancy are
relatively low. In addition, it would require substantial capital expenditures
to convert a warehouse, mini-



                                      -50-


warehouse or self-storage property to an alternative use. This will materially
impair the liquidation value of the property if its operation for storage
purposes becomes unprofitable due to decreased demand, competition, age of
improvements or other factors.

     Successful operation of a warehouse, mini-warehouse or self-storage
property depends on--

     o    building design,

     o    location and visibility,

     o    tenant privacy,

     o    efficient access to the property,

     o    proximity to potential users, including apartment complexes or
          commercial users,

     o    services provided at the property, such as security,

     o    age and appearance of the improvements, and

     o    quality of management.

     In addition, it is difficult to assess the environmental risks posed by
warehouse, mini-warehouse and self-storage properties due to tenant privacy
restrictions, tenant anonymity and unsupervised access to these facilities.
Therefore, these facilities may pose additional environmental risks to
investors. Environmental site assessments performed with respect to warehouse,
mini-warehouse and self-storage properties would not include an inspection of
the contents of the facilities. Therefore, it would not be possible to provide
assurance that any of the units included in these kinds of facilities are free
from hazardous substances or other pollutants or contaminants.

     Restaurants and Taverns. Factors affecting the economic viability of
individual restaurants, taverns and other establishments that are part of the
food and beverage service industry include:

     o    competition from facilities having businesses similar to a particular
          restaurant or tavern;

     o    perceptions by prospective customers of safety, convenience, services
          and attractiveness;

     o    the cost, quality and availability of food and beverage products;

     o    negative publicity, resulting from instances of food contamination,
          food-borne illness and similar events;

     o    changes in demographics, consumer habits and traffic patterns;

     o    the ability to provide or contract for capable management; and

     o    retroactive changes to building codes, similar ordinances and other
          legal requirements.

     Adverse economic conditions, whether local, regional or national, may limit
the amount that may be charged for food and beverages and the extent to which
potential customers dine out. Because of the nature of the business, restaurants
and taverns tend to respond to adverse economic conditions more quickly than do
many other types of commercial properties. Furthermore, the transferability of
any operating, liquor and other licenses



                                      -51-


to an entity acquiring a bar or restaurant, either through purchase or
foreclosure, is subject to local law requirements.

     The food and beverage service industry is highly competitive. The principal
means of competition are--

     o    market segment,

     o    product,

     o    price,

     o    value,

     o    quality,

     o    service,

     o    convenience,

     o    location, and

     o    the nature and condition of the restaurant facility.

     A restaurant or tavern operator competes with the operators of comparable
establishments in the area in which its restaurant or tavern is located. Other
restaurants could have--

     o    lower operating costs,

     o    more favorable locations,

     o    more effective marketing,

     o    more efficient operations, or

     o    better facilities.

     The location and condition of a particular restaurant or tavern will affect
the number of customers and, to an extent, the prices that may be charged. The
characteristics of an area or neighborhood in which a restaurant or tavern is
located may change over time or in relation to competing facilities. Also, the
cleanliness and maintenance at a restaurant or tavern will affect its appeal to
customers. In the case of a regionally- or nationally-known chain restaurant,
there may be costly expenditures for renovation, refurbishment or expansion,
regardless of its condition.

     Factors affecting the success of a regionally- or nationally-known chain
restaurant include:

     o    actions and omissions of any franchisor, including management
          practices that--

          1.   adversely affect the nature of the business, or

          2.   require renovation, refurbishment, expansion or other
               expenditures;


                                      -52-



     o    the degree of support provided or arranged by the franchisor,
          including its franchisee organizations and third-party providers of
          products or services; and

     o    the bankruptcy or business discontinuation of the franchisor or any of
          its franchisee organizations or third-party providers.

     Chain restaurants may be operated under franchise agreements. Those
agreements typically do not contain provisions protective of lenders. A
borrower's rights as franchisee typically may be terminated without informing
the lender, and the borrower may be precluded from competing with the franchisor
upon termination. In addition, a lender that acquires title to a restaurant site
through foreclosure or similar proceedings may be restricted in the use of the
site or may be unable to succeed to the rights of the franchisee under the
related franchise agreement. The transferability of a franchise may be subject
to other restrictions. Also, federal and state franchise regulations may impose
additional risk, including the risk that the transfer of a franchise acquired
through foreclosure or similar proceedings may require registration with
governmental authorities or disclosure to prospective transferees.

     Manufactured Housing Communities, Mobile Home Parks and Recreational
Vehicle Parks. Manufactured housing communities and mobile home parks consist of
land that is divided into "spaces" or "home sites" that are primarily leased to
owners of the individual mobile homes or other housing units. The home owner
often invests in site-specific improvements such as carports, steps, fencing,
skirts around the base of the home, and landscaping. The land owner typically
provides private roads within the park, common facilities and, in many cases,
utilities. Due to relocation costs and, in some cases, demand for homesites, the
value of a mobile home or other housing unit in place in a manufactured housing
community or mobile home park is generally higher, and can be significantly
higher, than the value of the same unit not placed in a manufactured housing
community or mobile home park. As a result, a well-operated manufactured housing
community or mobile home park that has achieved stabilized occupancy is
typically able to maintain occupancy at or near that level. For the same reason,
a lender that provided financing for the home of a tenant who defaulted in his
or her space rent generally has an incentive to keep rental payments current
until the home can be resold in place, rather than to allow the unit to be
removed from the park. In general, the individual mobile homes and other housing
units will not constitute collateral for a mortgage loan underlying a series of
offered certificates.

     Recreational vehicle parks lease spaces primarily or exclusively for motor
homes, travel trailers and portable truck campers, primarily designed for
recreational, camping or travel use. In general, parks that lease recreational
vehicle spaces can be viewed as having a less stable tenant population than
parks occupied predominantly by mobile homes. However, it is not unusual for the
owner of a recreational vehicle to leave the vehicle at the park on a year-round
basis or to use the vehicle as low cost housing and reside in the park
indefinitely.

     Factors affecting the successful operation of a manufactured housing
community, mobile home park or recreational vehicle park include:

     o    location of the manufactured housing property;

     o    the ability of management to provide adequate maintenance and
          insurance;

     o    the number of comparable competing properties in the local market;

     o    the age, appearance and reputation of the property;

     o    the quality of management; and


                                      -53-



     o    the types of facilities and services it provides.

     Manufactured housing communities and mobile home parks also compete against
alternative forms of residential housing, including--

     o    multifamily rental properties,

     o    cooperatively-owned apartment buildings,

     o    condominium complexes, and

     o    single-family residential developments.

     Recreational vehicle parks also compete against alternative forms of
recreation and short-term lodging, such as staying at a hotel at the beach.

     Manufactured housing communities, mobile home parks and recreational
vehicle parks are special purpose properties that could not be readily converted
to general residential, retail or office use. This will adversely affect the
liquidation value of the property if its operation as a manufactured housing
community, mobile home park or recreational vehicle park, as the case may be,
becomes unprofitable due to competition, age of the improvements or other
factors.

     Some states regulate the relationship of an owner of a manufactured housing
community or mobile home park and its tenants in a manner similar to the way
they regulate the relationship between a landlord and tenant at a multifamily
rental property. In addition, some states also regulate changes in the use of a
manufactured housing community or mobile home park and require that the owner
give written notice to its tenants a substantial period of time prior to the
projected change.

     In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control on manufactured housing
communities and mobile home parks. These ordinances may limit rent increases
to--

     o    fixed percentages,

     o    percentages of increases in the consumer price index,

     o    increases set or approved by a governmental agency, or

     o    increases determined through mediation or binding arbitration.

     In many cases, the rent control laws either do not permit vacancy decontrol
or permit vacancy decontrol only in the relatively rare event that the mobile
home or manufactured housing unit is removed from the homesite. Local authority
to impose rent control on manufactured housing communities and mobile home parks
is pre-empted by state law in some states and rent control is not imposed at the
state level in those states. In some states, however, local rent control
ordinances are not pre-empted for tenants having short-term or month-to-month
leases, and properties there may be subject to various forms of rent control
with respect to those tenants.


                                      -54-



     Recreational and Resort Properties. Any mortgage loan underlying a series
of offered certificates may be secured by a golf course, marina, ski resort,
amusement park or other property used for recreational purposes or as a resort.
Factors affecting the economic performance of a property of this type include:

     o    the location and appearance of the property;

     o    the appeal of the recreational activities offered;

     o    the existence or construction of competing properties, whether are not
          they offer the same activities;

     o    the need to make capital expenditures to maintain, refurbish, improve
          and/or expand facilities in order to attract potential patrons;

     o    geographic location and dependence on tourism;

     o    changes in travel patterns caused by changes in energy prices,
          strikes, location of highways, construction of additional highways and
          similar factors;

     o    seasonality of the business, which may cause periodic fluctuations in
          operating revenues and expenses;

     o    sensitivity to weather and climate changes; and

     o    local, regional and national economic conditions.

     A marina or other recreational or resort property located next to water
will also be affected by various statutes and government regulations that govern
the use of, and construction on, rivers, lakes and other waterways.

     Because of the nature of the business, recreational and resort properties
tend to respond to adverse economic conditions more quickly than do many other
types of commercial properties.

     Recreational and resort properties are generally special purpose properties
that are not readily convertible to alternative uses. This will adversely affect
their liquidation value.

     Arenas and Stadiums. The success of an arena or stadium generally depends
on its ability to attract patrons to a variety of events, including:

     o    sporting events;

     o    musical events;

     o    theatrical events;

     o    animal shows; and/or

     o    circuses.

     The ability to attract patrons is dependent on, among others, the following
factors:


                                      -55-


     o    the appeal of the particular event;

     o    the cost of admission;

     o    perceptions by prospective patrons of the safety, convenience,
          services and attractiveness of the arena or stadium;

     o    perceptions by prospective patrons of the safety of the surrounding
          area; and

     o    the alternative forms of entertainment available in the particular
          locale.

     In some cases, an arena's or stadium's success will depend on its ability
to attract and keep a sporting team as a tenant. An arena or stadium may become
unprofitable, or unacceptable to a tenant of that type, due to decreased
attendance, competition and age of improvements. Often, substantial expenditures
must be made to modernize, refurbish and/or maintain existing facilities.

     Arenas and stadiums are special purpose properties which cannot be readily
convertible to alternative uses. This will adversely affect their liquidation
value.

     Churches and Other Religious Facilities. Churches and other religious
facilities generally depend on charitable donations to meet expenses and pay for
maintenance and capital expenditures. The extent of those donations is dependent
on the attendance at any particular religious facility and the extent to which
attendees are prepared to make donations, which is influenced by a variety of
social, political and economic factors. Donations may be adversely affected by
economic conditions, whether local, regional or national. Religious facilities
are special purpose properties that are not readily convertible to alternative
uses. This will adversely affect their liquidation value.

     Parking Lots and Garages. The primary source of income for parking lots and
garages is the rental fees charged for parking spaces. Factors affecting the
success of a parking lot or garage include:

     o    the number of rentable parking spaces and rates charged;

     o    the location of the lot or garage and, in particular, its proximity to
          places where large numbers of people work, shop or live;

     o    the amount of alternative parking spaces in the area;

     o    the availability of mass transit; and

     o    the perceptions of the safety, convenience and services of the lot or
          garage.

     Unimproved Land. The value of unimproved land is largely a function of its
potential use. This may depend on--

     o    its location,

     o    its size,

     o    the surrounding neighborhood, and

     o    local zoning laws.



                                      -56-



     Default and Loss Considerations with Respect to Commercial and Multifamily
Mortgage Loans. Mortgage loans secured by liens on income-producing properties
are substantially different from mortgage loans made on the security of
owner-occupied single-family homes. The repayment of a loan secured by a lien on
an income-producing property is typically dependent upon--

     o    the successful operation of the property, and

     o    its ability to generate income sufficient to make payments on the
          loan.

This is particularly true because most or all of the mortgage loans underlying
the offered certificates will be nonrecourse loans.

     The debt service coverage ratio of a multifamily or commercial mortgage
loan is an important measure of the likelihood of default on the loan. In
general, the debt service coverage ratio of a multifamily or commercial mortgage
loan at any given time is the ratio of--

     o    the amount of income derived or expected to be derived from the
          related real property for a twelve-month period that is available to
          pay debt service, to

     o    the annualized scheduled payments of principal and/or interest on the
          mortgage loan and any other senior loans that are secured by the
          related real property.

The amount described in the first bullet point of the preceding sentence is
often a highly subjective number based on a variety of assumptions regarding,
and adjustments to, revenues and expenses with respect to the related real
property. We will provide a more detailed discussion of its calculation in the
related prospectus supplement.

     The cash flow generated by a multifamily or commercial property will
generally fluctuate over time and may or may not be sufficient to--

     o    make the loan payments on the related mortgage loan,

     o    cover operating expenses, and

     o    fund capital improvements at any given time.

     Operating revenues of a nonowner occupied, income-producing property may be
affected by the condition of the applicable real estate market and/or area
economy. Properties leased, occupied or used on a short-term basis, such as--

     o    some health care related facilities,

     o    hotels and motels,

     o    recreational vehicle parks, and

     o    mini-warehouse and self-storage facilities,

tend to be affected more rapidly by changes in market or business conditions
than do properties typically leased for longer periods, such as--

     o    warehouses,


                                      -57-



     o    retail stores,

     o    office buildings, and

     o    industrial facilities.

     Some commercial properties may be owner-occupied or leased to a small
number of tenants. Accordingly, the operating revenues may depend substantially
on the financial condition of the borrower or one or a few tenants. Mortgage
loans secured by liens on owner-occupied and single tenant properties may pose a
greater likelihood of default and loss than loans secured by liens on
multifamily properties or on multi-tenant commercial properties.

     Increases in property operating expenses can increase the likelihood of a
borrower default on a multifamily or commercial mortgage loan secured by the
property. Increases in property operating expenses may result from:

     o    increases in energy costs and labor costs;

     o    increases in interest rates and real estate tax rates; and

     o    changes in governmental rules, regulations and fiscal policies.

     Some net leases of commercial properties may provide that the lessee,
rather than the borrower/landlord, is responsible for payment of operating
expenses. However, a net lease will result in stable net operating income to the
borrower/landlord only if the lessee is able to pay the increased operating
expense while also continuing to make rent payments.

     Lenders also look to the loan-to-value ratio of a mortgage loan as a factor
in evaluating the likelihood of loss if a property is liquidated following a
default. In general, the loan-to-value ratio of a multifamily or commercial
mortgage loan at any given time is the ratio, expressed as a percentage, of--

     o    the then outstanding principal balance of the mortgage loan and any
          other senior loans that are secured by the related real property, to

     o    the estimated value of the related real property based on an
          appraisal, a cash flow analysis, a recent sales price or another
          method or benchmark of valuation.

     A low loan-to-value ratio means the borrower has a large amount of its own
equity in the multifamily or commercial property that secures its loan. In these
circumstances--

     o    the borrower has a greater incentive to perform under the terms of the
          related mortgage loan in order to protect that equity, and

     o    the lender has greater protection against loss on liquidation
          following a borrower default.


                                      -58-



     Loan-to-value ratios are not necessarily an accurate measure of the
likelihood of liquidation loss in a pool of multifamily and commercial mortgage
loans. For example, the value of a multifamily or commercial property as of the
date of initial issuance of a series of offered certificates may be less than
the estimated value determined at loan origination. The value of any real
property, in particular a multifamily or commercial property, will likely
fluctuate from time to time. Moreover, even a current appraisal is not
necessarily a reliable estimate of value. Appraised values of income-producing
properties are generally based on--

     o    the market comparison method, which takes into account the recent
          resale value of comparable properties at the date of the appraisal;

     o    the cost replacement method, which takes into account the cost of
          replacing the property at the date of the appraisal;

     o    the income capitalization method, which takes into account the
          property's projected net cash flow; or

     o    a selection from the values derived from the foregoing methods.

     Each of these appraisal methods presents analytical difficulties. For
example--

     o    it is often difficult to find truly comparable properties that have
          recently been sold;

     o    the replacement cost of a property may have little to do with its
          current market value; and

     o    income capitalization is inherently based on inexact projections of
          income and expense and the selection of an appropriate capitalization
          rate and discount rate.

     If more than one appraisal method is used and significantly different
results are produced, an accurate determination of value and, correspondingly, a
reliable analysis of the likelihood of default and loss, is even more difficult.

     The value of a multifamily or commercial property will be affected by
property performance. As a result, if a multifamily or commercial mortgage loan
defaults because the income generated by the related property is insufficient to
pay operating costs and expenses as well as debt service, then the value of the
property will decline and a liquidation loss may occur.

     We believe that the foregoing considerations are important factors that
generally distinguish mortgage loans secured by liens on income-producing real
estate from single-family mortgage loans. However, the originators of the
mortgage loans underlying your offered certificates may not have considered all
of those factors for all or any of those loans.

     See "RISK FACTORS--Repayment of a Commercial or Multifamily Mortgage Loan
Depends on the Performance and Value of the Underlying Real Property, Which May
Decline Over Time, and the Related Borrower's Ability to Refinance the Property,
of Which There is No Assurance".

     Payment Provisions of the Mortgage Loans. Each of the mortgage loans
included in one of our trusts will have the following features:

     o    an original term to maturity of not more than approximately 40 years;
          and


                                      -59-



     o    scheduled payments of principal, interest or both, to be made on
          specified dates, that occur monthly, bi-monthly, quarterly,
          semi-annually, annually or at some other interval.

     A mortgage loan included in one of our trusts may also include terms that:

     o    provide for the accrual of interest at a mortgage interest rate that
          is fixed over its term, that resets on one or more specified dates or
          that otherwise adjusts from time to time;

     o    provide for the accrual of interest at a mortgage interest rate that
          may be converted at the borrower's election from an adjustable to a
          fixed interest rate or from a fixed to an adjustable interest rate;

     o    provide for no accrual of interest;

     o    provide for level payments to stated maturity, for payments that reset
          in amount on one or more specified dates or for payments that
          otherwise adjust from time to time to accommodate changes in the
          coupon rate or to reflect the occurrence of specified events;

     o    be fully amortizing or, alternatively, may be partially amortizing or
          nonamortizing, with a substantial payment of principal due on its
          stated maturity date;

     o    permit the negative amortization or deferral of accrued interest;

     o    permit defeasance and the release of the real property collateral in
          connection with that defeasance; and/or

     o    prohibit some or all voluntary prepayments or require payment of a
          premium, fee or charge in connection with those prepayments.

     Mortgage Loan Information in Prospectus Supplements. We will describe in
the related prospectus supplement the characteristics of the mortgage loans that
we will include in any of our trusts. In general, we will provide in the related
prospectus supplement, among other items, the following information on the
particular mortgage loans in one of our trusts:

     o    the total outstanding principal balance and the largest, smallest and
          average outstanding principal balance of the mortgage loans;

     o    the type or types of property that provide security for repayment of
          the mortgage loans;

     o    the earliest and latest origination date and maturity date of the
          mortgage loans;

     o    the original and remaining terms to maturity of the mortgage loans, or
          the range of each of those terms to maturity, and the weighted average
          original and remaining terms to maturity of the mortgage loans;

     o    loan-to-value ratios of the mortgage loans either at origination or as
          of a more recent date, or the range of those loan-to-value ratios, and
          the weighted average of those loan-to-value ratios;

     o    the mortgage interest rates of the mortgage loans, or the range of
          those mortgage interest rates, and the weighted average mortgage
          interest rate of the mortgage loans;


                                      -60-



     o    if any mortgage loans have adjustable mortgage interest rates, the
          index or indices upon which the adjustments are based, the adjustment
          dates, the range of gross margins and the weighted average gross
          margin, and any limits on mortgage interest rate adjustments at the
          time of any adjustment and over the life of the loan;

     o    information on the payment characteristics of the mortgage loans,
          including applicable prepayment restrictions;

     o    debt service coverage ratios of the mortgage loans either at
          origination or as of a more recent date, or the range of those debt
          service coverage ratios, and the weighted average of those debt
          service coverage ratios; and

     o    the geographic distribution of the properties securing the mortgage
          loans on a state-by-state basis.

     If we are unable to provide the specific information described above at the
time a series of offered certificates is initially offered, we will provide--

     o    more general information in the related prospectus supplement, and

     o    specific information in a report which will be filed with the SEC as
          part of a Current Report on Form 8-K within 15 days following the
          issuance of those certificates.

     If any mortgage loan, or group of related mortgage loans, included in one
of our trusts represents a material concentration of credit risk, we will
include in the related prospectus supplement financial statements or other
financial information on the related real property or properties.

MORTGAGE-BACKED SECURITIES

     The mortgage-backed securities underlying a series of offered certificates
may include:

     o    mortgage participations, mortgage pass-through certificates,
          collateralized mortgage obligations or other mortgage-backed
          securities that are not insured or guaranteed by any governmental
          agency or instrumentality, or

     o    certificates issued and/or insured or guaranteed by Freddie Mac,
          Fannie Mae, Ginnie Mae, Farmer Mac, or another federal or state
          governmental agency or instrumentality.

     In addition, each of those mortgage-backed securities will directly or
indirectly evidence an interest in, or be secured by a pledge of, multifamily
and/or commercial mortgage loans.

     Each mortgage-backed security included in one of our trusts--

     o    will have been registered under the Securities Act of 1933, as
          amended, or

     o    will be exempt from the registration requirements of that Act, or will
          have been held for at least the holding period specified in Rule
          144(k) under that Act, or

     o    may otherwise be resold by us publicly without registration under that
          Act.


                                      -61-



     We will describe in the related prospectus supplement the characteristics
of the mortgage-backed securities that we will include in any of our trusts. In
general, we will provide in the related prospectus supplement, among other
items, the following information on the particular mortgage-backed securities
included in one of our trusts:

     o    the initial and outstanding principal amount(s) and type of the
          securities;

     o    the original and remaining term(s) to stated maturity of the
          securities;

     o    the pass-through or bond rate(s) of the securities or the formula for
          determining those rate(s);

     o    the payment characteristics of the securities;

     o    the identity of the issuer(s), servicer(s) and trustee(s) for the
          securities;

     o    a description of the related credit support, if any;

     o    the type of mortgage loans underlying the securities;

     o    the circumstances under which the related underlying mortgage loans,
          or the securities themselves, may be purchased prior to maturity;

     o    the terms and conditions for substituting mortgage loans backing the
          securities; and

     o    the characteristics of any agreements or instruments providing
          interest rate protection to the securities.

     With respect to any mortgage-backed security included in one of our trusts,
we will provide in our reports filed under the Securities Exchange Act of 1934,
as amended, the same information regarding the security as is provided by the
issuer of the security in its own reports filed under that Act, if the security
was publicly offered, or in the reports the issuer of the security provides to
the related trustee, if the security was privately issued.

SUBSTITUTION, ACQUISITION AND REMOVAL OF MORTGAGE ASSETS

     If so specified in the related prospectus supplement, we or another
specified person or entity may be permitted, at our or its option, but subject
to the conditions specified in that prospectus supplement, to acquire from the
related trust particular mortgage assets underlying a series of offered
certificates in exchange for:

     o    cash that would be applied to pay down the principal balances of the
          certificates of that series; and/or

     o    other mortgage loans or mortgage-backed securities that--

          1.   conform to the description of mortgage assets in this prospectus,
               and

          2.   satisfy the criteria set forth in the related prospectus
               supplement.

     If so specified in the related prospectus supplement, the trustee may be
authorized or required to apply collections on the related mortgage assets to
acquire new mortgage loans or mortgage-backed securities that--

          1.   conform to the description of mortgage assets in this prospectus,
               and


                                      -62-



          2.   satisfy the criteria set forth in the related prospectus
               supplement.

     No replacement of mortgage assets or acquisition of new mortgage assets
will be permitted if it would result in a qualification, downgrade or withdrawal
of the then-current rating assigned by any rating agency to any class of
affected offered certificates.

     Further, if so specified in the related prospectus supplement, a
certificateholder of a series of certificates that includes offered certificates
may exchange the certificates it holds for one or more of the mortgage loans or
mortgage-backed securities constituting part of the mortgage pool underlying
those certificates. We will describe in the related prospectus supplement the
circumstances under which the exchange may occur.

UNDELIVERED MORTGAGE ASSETS

     In general, the total outstanding principal balance of the mortgage assets
transferred by us to any particular trust will equal or exceed the initial total
outstanding principal balance of the related series of certificates. In the
event that the total outstanding principal balance of the related mortgage
assets initially delivered by us to the related trustee is less than the initial
total outstanding principal balance of any series of certificates, we may
deposit or arrange for the deposit of cash or liquid investments on an interim
basis with the related trustee to cover the shortfall. For 90 days following the
date of initial issuance of that series of certificates, we will be entitled to
obtain a release of the deposited cash or investments if we deliver or arrange
for delivery of a corresponding amount of mortgage assets. If we fail, however,
to deliver mortgage assets sufficient to make up the entire shortfall within
that 90-day period, any of the cash or, following liquidation, investments
remaining on deposit with the related trustee will be used by the related
trustee to pay down the total principal balance of the related series of
certificates, as described in the related prospectus supplement.

ACCOUNTS

     The trust assets underlying a series of offered certificates will include
one or more accounts established and maintained on behalf of the holders. All
payments and collections received or advanced on the mortgage assets and other
trust assets will be deposited and held in those accounts. We will identify and
describe those accounts, and will further describe the deposits to and
withdrawals from those accounts, in the related prospectus supplement.

CREDIT SUPPORT

     The holders of any class of offered certificates may be the beneficiaries
of credit support designed to protect them partially or fully against all or
particular defaults and losses on the related mortgage assets. The types of
credit support that may benefit the holders of a class of offered certificates
include:

     o    the subordination or one or more other classes of certificates of the
          same series;

     o    a letter of credit;

     o    a surety bond;

     o    an insurance policy;

     o    a guarantee;

     o    a credit derivative; and/or


                                      -63-



     o    a reserve fund.

     In the related prospectus supplement, we will describe the amount and types
of any credit support benefiting the holders of a class of offered certificates.

ARRANGEMENTS PROVIDING REINVESTMENT, INTEREST RATE AND CURRENCY RELATED
PROTECTION

     The trust assets for a series of offered certificates may include
guaranteed investment contracts in accordance with which moneys held in the
funds and accounts established for that series will be invested at a specified
rate. Those trust assets may also include:

     o    interest rate exchange agreements;

     o    interest rate cap agreements;

     o    interest rate floor agreements;

     o    currency exchange agreements; or

     o    other agreements or arrangements designed to reduce the effects of
          interest rate or currency exchange rate fluctuations with respect to
          the related mortgage assets and one or more classes of offered
          certificates.

     In the related prospectus supplement, we will describe any agreements or
other arrangements designed to protect the holders of a class of offered
certificates against shortfalls resulting from movements or fluctuations in
interest rates or currency exchange rates. If applicable, we will also identify
any obligor under the agreement or other arrangement.


                        YIELD AND MATURITY CONSIDERATIONS

GENERAL

     The yield on your offered certificates will depend on--

     o    the price you paid for your offered certificates,

     o    the pass-through rate on your offered certificates, and

     o    the amount and timing of payments on your offered certificates.

     The following discussion contemplates a trust established by us that
consists only of mortgage loans. If one of our trusts also includes a
mortgage-backed security, the payment terms of that security will soften or
enhance the effects that the characteristics and behavior of mortgage loans
backing that security can have on the yield to maturity and/or weighted average
life of a class of offered certificates. If one of our trusts includes a
mortgage-backed security, we will discuss in the related prospectus supplement
the effect, if any, that the security may have on the yield to maturity and
weighted average lives of the related offered certificates.

PASS-THROUGH RATE

     A class of interest-bearing offered certificates may have a fixed, variable
or adjustable pass-through rate. We will specify in the related prospectus
supplement the pass-through rate for each class of interest-bearing



                                      -64-


offered certificates or, if the pass-through rate is variable or adjustable, the
method of determining the pass-through rate.

PAYMENT DELAYS

     There will be a delay between the date on which payments on the underlying
mortgage loans are due and the date on which those payments are passed through
to you and other investors. That delay will reduce the yield that would
otherwise be produced if those payments were passed through on your offered
certificates on the same date that they were due.

YIELD AND PREPAYMENT CONSIDERATIONS

     The yield to maturity on your offered certificates will be affected by the
rate of principal payments on the underlying mortgage loans and the allocation
of those principal payments to reduce the principal balance or notional amount
of your offered certificates. The rate of principal payments on those mortgage
loans will be affected by the following:

     o    the amortization schedules of the mortgage loans, which may change
          from time to time to reflect, among other things, changes in mortgage
          interest rates or partial prepayments of principal;

     o    the dates on which any balloon payments are due; and

     o    the rate of principal prepayments on the mortgage loans, including
          voluntary prepayments by borrowers and involuntary prepayments
          resulting from liquidations, casualties or purchases of mortgage
          loans.

     Because the rate of principal prepayments on the mortgage loans underlying
your offered certificates will depend on future events and a variety of factors,
we cannot give you any assurance as to that rate.

     The extent to which the yield to maturity of your offered certificates may
vary from your anticipated yield will depend upon--

     o    whether you purchased your offered certificates at a discount or
          premium and, if so, the extent of that discount or premium, and

     o    when, and to what degree, payments of principal on the underlying
          mortgage loans are applied or otherwise result in the reduction of the
          principal balance or notional amount of your offered certificates.

     If you purchase your offered certificates at a discount, you should
consider the risk that a slower than anticipated rate of principal payments on
the underlying mortgage loans could result in an actual yield to you that is
lower than your anticipated yield. If you purchase your offered certificates at
a premium, you should consider the risk that a faster than anticipated rate of
principal payments on the underlying mortgage loans could result in an actual
yield to you that is lower than your anticipated yield.

     If your offered certificates entitle you to payments of interest, with
disproportionate, nominal or no payments of principal, you should consider that
your yield will be extremely sensitive to prepayments on the underlying mortgage
loans and, under some prepayment scenarios, may be negative.


                                      -65-



     If a class of offered certificates accrues interest on a notional amount,
that notional amount will, in general, either--

     o    be based on the principal balances of some or all of the mortgage
          assets in the related trust, or

     o    equal the total principal balance of one or more of the other classes
          of certificates of the same series.

     Accordingly, the yield on that class of certificates will be inversely
related to, as applicable, the rate at which--

     o    payments and other collections of principal are received on the
          mortgage assets referred to in the first bullet point of the prior
          sentence, or

     o    payments are made in reduction of the total principal balance of the
          class or classes of certificates referred to in the second bullet
          point of the prior sentence.

     The extent of prepayments of principal of the mortgage loans underlying
your offered certificates may be affected by a number of factors, including:

     o    the availability of mortgage credit;

     o    the relative economic vitality of the area in which the related real
          properties are located;

     o    the quality of management of the related real properties;

     o    the servicing of the mortgage loans;

     o    possible changes in tax laws; and

     o    other opportunities for investment.

     In general, those factors that increase--

     o    the attractiveness of selling or refinancing a commercial or
          multifamily property, or

     o    the likelihood of default under a commercial or multifamily mortgage
          loan,

would be expected to cause the rate of prepayment to accelerate. In contrast,
those factors having an opposite effect would be expected to cause the rate of
prepayment to slow.

     The rate of principal payments on the mortgage loans underlying your
offered certificates may also be affected by the existence and enforceability of
prepayment restrictions, such as--

     o    prepayment lock-out periods, and

     o    requirements that voluntary principal prepayments be accompanied by
          prepayment premiums, fees or charges.


                                      -66-



If enforceable, those provisions could constitute either an absolute
prohibition, in the case of a prepayment lock-out period, or a disincentive, in
the case of a prepayment premium, fee or charge, to a borrower's voluntarily
prepaying its mortgage loan, thereby slowing the rate of prepayments.

     The rate of prepayment on a pool of mortgage loans is likely to be affected
by prevailing market interest rates for mortgage loans of a comparable type,
term and risk level. As prevailing market interest rates decline, a borrower may
have an increased incentive to refinance its mortgage loan. Even in the case of
adjustable rate mortgage loans, as prevailing market interest rates decline, the
related borrowers may have an increased incentive to refinance for the following
purposes:

     o    to convert to a fixed rate loan and thereby lock in that rate, or

     o    to take advantage of a different index, margin or rate cap or floor on
          another adjustable rate mortgage loan.

     Subject to prevailing market interest rates and economic conditions
generally, a borrower may sell a real property in order to--

     o    realize its equity in the property,

     o    meet cash flow needs or

     o    make other investments.

     Additionally, some borrowers may be motivated by federal and state tax
laws, which are subject to change, to sell their properties prior to the
exhaustion of tax depreciation benefits.

     We make no representation as to--

     o    the particular factors that will affect the prepayment of the mortgage
          loans underlying any series of offered certificates,

     o    the relative importance of those factors,

     o    the percentage of the principal balance of those mortgage loans that
          will be paid as of any date, or

     o    the overall rate of prepayment on those mortgage loans.

WEIGHTED AVERAGE LIFE AND MATURITY

     The rate at which principal payments are received on the mortgage loans
underlying any series of offered certificates will affect the ultimate maturity
and the weighted average life of one or more classes of those certificates. In
general, weighted average life refers to the average amount of time that will
elapse from the date of issuance of an instrument until each dollar allocable as
principal of that instrument is repaid to the investor.

     The weighted average life and maturity of a class of offered certificates
will be influenced by the rate at which principal on the underlying mortgage
loans is paid to that class, whether in the form of--

     o    scheduled amortization, or


                                      -67-



     o    prepayments, including--

          1.   voluntary prepayments by borrowers, and

          2.   involuntary prepayments resulting from liquidations, casualties
               or condemnations and purchases of mortgage loans out of the
               related trust.

     Prepayment rates on loans are commonly measured relative to a prepayment
standard or model, such as the CPR prepayment model or the SPA prepayment model.
CPR represents an assumed constant rate of prepayment each month, expressed as
an annual percentage, relative to the then outstanding principal balance of a
pool of mortgage loans for the life of those loans. SPA represents an assumed
variable rate of prepayment each month, expressed as an annual percentage,
relative to the then outstanding principal balance of a pool of mortgage loans,
with different prepayment assumptions often expressed as percentages of SPA. For
example, a prepayment assumption of 100% of SPA assumes prepayment rates of 0.2%
per annum of the then outstanding principal balance of those loans in the first
month of the life of the loans and an additional 0.2% per annum in each month
thereafter until the 30th month. Beginning in the 30th month, and in each month
thereafter during the life of the loans, 100% of SPA assumes a constant
prepayment rate of 6% per annum each month.

     Neither CPR nor SPA nor any other prepayment model or assumption is a
historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of mortgage loans.
Moreover, the CPR and SPA models were developed based upon historical prepayment
experience for single-family mortgage loans. It is unlikely that the prepayment
experience of the mortgage loans underlying your offered certificates will
conform to any particular level of CPR or SPA.

     In the prospectus supplement for a series of offered certificates, we will
include tables, if applicable, setting forth--

     o    the projected weighted average life of each class of those offered
          certificates with principal balances, and

     o    the percentage of the initial total principal balance of each class of
          those offered certificates that would be outstanding on specified
          dates, based on the assumptions stated in that prospectus supplement,
          including assumptions regarding prepayments on the underlying mortgage
          loans. Those tables and assumptions illustrate the sensitivity of the
          weighted average lives of those offered certificates to various
          assumed prepayment rates and are not intended to predict, or to
          provide information that will enable you to predict, the actual
          weighted average lives of your offered certificates.

OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY

     Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans
underlying a series of offered certificates may require that balloon payments be
made at maturity. The ability of a borrower to make a balloon payment typically
will depend upon its ability either--

     o    to refinance the loan, or

     o    to sell the related real property.

If a borrower is unable to refinance or sell the related real property, there is
a possibility that the borrower may default on the mortgage loan or that the
maturity of the mortgage loan may be extended in connection with a workout. If a
borrower defaults, recovery of proceeds may be delayed by--


                                      -68-



     o    the bankruptcy of the borrower, or

     o    adverse economic conditions in the market where the related real
          property is located.

     In order to minimize losses on defaulted mortgage loans, the related master
servicer or special servicer may be authorized within prescribed limits to
modify mortgage loans that are in default or as to which a payment default is
reasonably foreseeable. Any defaulted balloon payment or modification that
extends the maturity of a mortgage loan may delay payments of principal on your
offered certificates and extend the weighted average life of your offered
certificates.

     Negative Amortization. The weighted average life of a class of offered
certificates can be affected by mortgage loans that permit negative amortization
to occur. Those are the mortgage loans that provide for the current payment of
interest calculated at a rate lower than the rate at which interest accrues on
the mortgage loan, with the unpaid portion of that interest being added to the
related principal balance. Negative amortization most commonly occurs with
respect to an adjustable rate mortgage loan that:

     o    limits the amount by which its scheduled payment may adjust in
          response to a change in its mortgage interest rate;

     o    provides that its scheduled payment will adjust less frequently than
          its mortgage interest rate; or

     o    provides for constant scheduled payments regardless of adjustments to
          its mortgage interest rate.

     Negative amortization on one or more mortgage loans in any of our trusts
may result in negative amortization on a related class of offered certificates.
We will describe in the related prospectus supplement, if applicable, the manner
in which negative amortization with respect to the underlying mortgage loans is
allocated among the respective classes of a series of offered certificates.

     The portion of any mortgage loan negative amortization allocated to a class
of offered certificates may result in a deferral of some or all of the interest
payable on those certificates. Deferred interest may be added to the total
principal balance of a class of offered certificates. In addition, an adjustable
rate mortgage loan that permits negative amortization would be expected during a
period of increasing interest rates to amortize, if at all, at a slower rate
than if interest rates were declining or were remaining constant. This slower
rate of mortgage loan amortization would be reflected in a slower rate of
amortization for one or more classes of certificates of the related series.
Accordingly, there may be an increase in the weighted average lives of those
classes of certificates to which any mortgage loan negative amortization would
be allocated or that would bear the effects of a slower rate of amortization of
the underlying mortgage loans.

     The extent to which the yield on your offered certificates may be affected
by any negative amortization on the underlying mortgage loans will depend, in
part, upon whether you purchase your offered certificates at a premium or a
discount.

     During a period of declining interest rates, the scheduled payment on an
adjustable rate mortgage loan may exceed the amount necessary to amortize the
loan fully over its remaining amortization schedule and pay interest at the then
applicable mortgage interest rate. The result is the accelerated amortization of
the mortgage loan. The acceleration in amortization of a mortgage loan will
shorten the weighted average lives of those classes of certificates that entitle
their holders to a portion of the principal payments on the mortgage loan.


                                      -69-



     Foreclosures and Payment Plans. The weighted average life of and yield on
your offered certificates will be affected by--

     o    the number of foreclosures with respect to the underlying mortgage
          loans; and

     o    the principal amount of the foreclosed mortgage loans in relation to
          the principal amount of those mortgage loans that are repaid in
          accordance with their terms.

     Servicing decisions made with respect to the underlying mortgage loans,
including the use of payment plans prior to a demand for acceleration and the
restructuring of mortgage loans in bankruptcy proceedings or otherwise, may also
affect the payment patterns of particular mortgage loans and, as a result, the
weighted average life of and yield on your offered certificates.

     Losses and Shortfalls on the Mortgage Assets. The yield on your offered
certificates will directly depend on the extent to which you are required to
bear the effects of any losses or shortfalls in collections on the underlying
mortgage loans and the timing of those losses and shortfalls. In general, the
earlier that you bear any loss or shortfall, the greater will be the negative
effect on the yield of your offered certificates.

     The amount of any losses or shortfalls in collections on the mortgage
assets in any of our trusts will, to the extent not covered or offset by draws
on any reserve fund or under any instrument of credit support, be allocated
among the various classes of certificates of the related series in the priority
and manner, and subject to the limitations, that we specify in the related
prospectus supplement. As described in the related prospectus supplement, those
allocations may be effected by the following:

     o    a reduction in the entitlements to interest and/or the total principal
          balances of one or more classes of certificates; and/or

     o    the establishment of a priority of payments among classes of
          certificates.

     If you purchase subordinated certificates, the yield to maturity on those
certificates may be extremely sensitive to losses and shortfalls in collections
on the underlying mortgage loans.

     Additional Certificate Amortization. If your offered certificates have a
principal balance, then they entitle you to a specified portion of the principal
payments received on the underlying mortgage loans. They may also entitle you to
payments of principal from the following sources:

     o    amounts attributable to interest accrued but not currently payable on
          one or more other classes of certificates of the applicable series;

     o    interest received or advanced on the underlying mortgage assets that
          is in excess of the interest currently accrued on the certificates of
          the applicable series;

     o    prepayment premiums, fees and charges, payments from equity
          participations or any other amounts received on the underlying
          mortgage assets that do not constitute interest or principal; or

     o    any other amounts described in the related prospectus supplement.

     The amortization of your offered certificates out of the sources described
in the prior paragraph would shorten their weighted average life and, if your
offered certificates were purchased at a premium, reduce their yield to
maturity.


                                      -70-



                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

     We were incorporated in Delaware on June 13, 1986. We were organized, among
other things, for the purposes of:

     o    issuing and selling one or more series of bonds secured primarily by
          mortgage collateral and manufactured housing conditional sales
          contracts and loan agreements, investing in certain mortgage
          collateral and manufactured housing conditional sales contracts and
          loan agreements to be purchased with the proceeds of bonds secured
          thereby and taking certain other actions with respect thereto;

     o    selling interests in mortgage loans, mortgage collateral and
          manufactured housing conditional sales contracts and loan agreements,
          evidencing those interests with pass-through certificates, using the
          proceeds of the sale of the pass-through certificates to acquire the
          mortgage loans, mortgage collateral and manufactured housing
          conditional sales contracts and loan agreements, retaining an
          interest, including a subordinated interest, in the mortgage loans,
          mortgage collateral or manufactured housing conditional sales
          contracts and loan agreements acquired and sold and taking certain
          other actions with respect thereto; and

     o    acting as settlor or depositor of trusts formed to issue series of
          bonds secured by mortgage obligations, pass-through certificates in
          mortgage loans or other mortgage collateral and manufactured housing
          conditional sales contracts and loan agreements and investing in or
          selling beneficial interests in the same.

Our principal executive offices are located at 4 World Financial Center, 10th
Floor, 250 Vesey Street, New York, New York 10080. Our telephone number is
212-449-1000. There can be no assurance that at any particular time we will have
any significant assets.


                        DESCRIPTION OF THE CERTIFICATES

GENERAL

     Each series of offered certificates, together with any non-offered
certificates of the same series, will represent the entire beneficial ownership
interest in a trust established by us. Each series of offered certificates will
consist of one or more classes. Any non-offered certificates of that series will
likewise consist of one or more classes.

     A series of certificates consists of all those certificates that--

     o    have the same series designation;

     o    were issued under the same Governing Document; and

     o    represent beneficial ownership interests in the same trust.

     A class of certificates consists of all those certificates of a particular
series that--

     o    have the same class designation; and

     o    have the same payment terms.



                                      -71-



     The respective classes of offered and non-offered certificates of any
series may have a variety of payment terms. An offered certificate may entitle
the holder to receive:

     o    a stated principal amount, which will be represented by its principal
          balance;

     o    interest on a principal balance or notional amount, at a fixed,
          variable or adjustable pass-through rate;

     o    specified, fixed or variable portions of the interest, principal or
          other amounts received on the related mortgage assets;

     o    payments of principal, with disproportionate, nominal or no payments
          of interest;

     o    payments of interest, with disproportionate, nominal or no payments of
          principal;

     o    payments of interest or principal that commence only as of a specified
          date or only after the occurrence of specified events, such as the
          payment in full of the interest and principal outstanding on one or
          more other classes of certificates of the same series;

     o    payments of principal to be made, from time to time or for designated
          periods, at a rate that is--

          1.   faster and, in some cases, substantially faster, or

          2.   slower and, in some cases, substantially slower, than the rate at
               which payments or other collections of principal are received on
               the related mortgage assets;

     o    payments of principal to be made, subject to available funds, based on
          a specified principal payment schedule or other methodology; or

     o    payments of all or part of the prepayment or repayment premiums, fees
          and charges, equity participations payments or other similar items
          received on the related mortgage assets.

     Any class of offered certificates may be senior or subordinate to one or
more other classes of certificates of the same series, including a non-offered
class of certificates of that series, for purposes of some or all payments
and/or allocations of losses or other shortfalls.

     A class of offered certificates may have two or more component parts, each
having characteristics that are described in this prospectus as being
attributable to separate and distinct classes. For example, a class of offered
certificates may have a total principal balance on which it accrues interest at
a fixed, variable or adjustable rate. That class of offered certificates may
also accrue interest on a total notional amount at a different fixed, variable
or adjustable rate. In addition, a class of offered certificates may accrue
interest on one portion of its total principal balance or notional amount at one
fixed, variable or adjustable rate and on another portion of its total principal
balance or notional amount at a different fixed, variable or adjustable rate.

     Each class of offered certificates will be issued in minimum denominations
corresponding to specified principal balances, notional amounts or percentage
interests, as described in the related prospectus supplement. A class of offered
certificates may be issued in fully registered, definitive form and evidenced by
physical certificates or may be issued in book-entry form through the facilities
of The Depository Trust Company. Offered certificates held in fully registered,
definitive form may be transferred or exchanged, subject to any restrictions on
transfer described in the related prospectus supplement, at the location
specified in the related prospectus supplement, without the payment of any
service charges, except for any tax or other governmental charge payable



                                      -72-


in connection with the transfer or exchange. Interests in offered certificates
held in book-entry form will be transferred on the book-entry records of DTC and
its participating organizations. If we so specify in the related prospectus
supplement, we will arrange for clearance and settlement through Clearstream
Banking, societe anonyme or the Euroclear System, for so long as they are
participants in DTC.

PAYMENTS ON THE CERTIFICATES

     General. Payments on a series of offered certificates may occur monthly,
bi-monthly, quarterly, semi-annually, annually or at any other specified
interval. In the prospectus supplement for each series of offered certificates,
we will identify:

     o    the periodic payment date for that series, and

     o    the record date as of which certificateholders entitled to payments on
          any particular payment date will be established.

     All payments with respect to a class of offered certificates on any payment
date will be allocated pro rata among the outstanding certificates of that class
in proportion to the respective principal balances, notional amounts or
percentage interests, as the case may be, of those certificates. Payments on an
offered certificate will be made to the holder entitled thereto either--

     o    by wire transfer of immediately available funds to the account of that
          holder at a bank or similar entity, provided that the holder has
          furnished the party making the payments with wiring instructions no
          later than the applicable record date and has satisfied any other
          conditions specified in the related prospectus supplement, or

     o    by check mailed to the address of that holder as it appears in the
          certificate register, in all other cases.

     In general, the final payment on any offered certificate will be made only
upon presentation and surrender of that certificate at the location specified to
the holder in notice of final payment.

     Payments of Interest. In the case of each class of interest-bearing offered
certificates, interest will accrue from time to time, at the applicable
pass-through rate and in accordance with the applicable interest accrual method,
on the total outstanding principal balance or notional amount of that class.

     The pass-through rate for a class of interest-bearing offered certificates
may be fixed, variable or adjustable. We will specify in the related prospectus
supplement the pass-through rate for each class of interest-bearing offered
certificates or, in the case of a variable or adjustable pass-through rate, the
method for determining that pass-through rate.

     Interest may accrue with respect to any offered certificate on the basis
of:

     o    a 360-day year consisting of 12 30-day months,

     o    the actual number of days elapsed during each relevant period in a
          year assumed to consist of 360 days,

     o    the actual number of days elapsed during each relevant period in a
          normal calendar year, or

     o    any other method identified in the related prospectus supplement.


                                      -73-



     We will identify the interest accrual method for each class of offered
certificates in the related prospectus supplement.

     Subject to available funds and any adjustments to interest entitlements
described in the related prospectus supplement, accrued interest with respect to
each class of interest-bearing offered certificates will normally be payable on
each payment date. However, in the case of some classes of interest-bearing
offered certificates, payments of accrued interest will only begin on a
particular payment date or under the circumstances described in the related
prospectus supplement. Prior to that time, the amount of accrued interest
otherwise payable on that class will be added to its total principal balance on
each date or otherwise deferred as described in the related prospectus
supplement.

     If a class of offered certificates accrues interest on a total notional
amount, that total notional amount, in general, will be either:

     o    based on the principal balances of some or all of the related mortgage
          assets; or

     o    equal to the total principal balances of one or more other classes of
          certificates of the same series.

     Reference to the notional amount of any certificate is solely for
convenience in making calculations of interest and does not represent the right
to receive any payments of principal.

     We will describe in the related prospectus supplement the extent to which
the amount of accrued interest that is payable on, or that may be added to the
total principal balance of, a class of interest-bearing offered certificates may
be reduced as a result of any contingencies, including shortfalls in interest
collections due to prepayments, delinquencies, losses and deferred interest on
the related mortgage assets.

     Payments of Principal. An offered certificate may or may not have a
principal balance. If it does, that principal balance outstanding from time to
time will represent the maximum amount that the holder of that certificate will
be entitled to receive as principal out of the future cash flow on the related
mortgage assets and the other related trust assets.

     The total outstanding principal balance of any class of offered
certificates will be reduced by--

     o    payments of principal actually made to the holders of that class, and

     o    if and to the extent that we so specify in the related prospectus
          supplement, losses of principal on the related mortgage assets that
          are allocated to or are required to be borne by that class.

     A class of interest-bearing offered certificates may provide that payments
of accrued interest will only begin on a particular payment date or under the
circumstances described in the related prospectus supplement. If so, the total
outstanding principal balance of that class may be increased by the amount of
any interest accrued, but not currently payable, on that class.

     We will describe in the related prospectus supplement any other adjustments
to the total outstanding principal balance of a class of offered certificates.

     Unless we so state in the related prospectus supplement, the initial total
principal balance of all classes of a series will not be greater than the total
outstanding principal balance of the related mortgage assets transferred by us
to the related trust. We will specify the expected initial total principal
balance of each class of offered certificates in the related prospectus
supplement.


                                      -74-



     The payments of principal to be made on a series of offered certificates
from time to time will, in general, be a function of the payments, other
collections and advances received or made with respect to the related prospectus
supplement. Payments of principal on a series of offered certificates may also
be made from the following sources:

     o    amounts attributable to interest accrued but not currently payable on
          one or more other classes of certificates of the applicable series;

     o    interest received or advanced on the underlying mortgage assets that
          is in excess of the interest currently accrued on the certificates of
          the applicable series;

     o    prepayment premiums, fees and charges, payments from equity
          participations or any other amounts received on the underlying
          mortgage assets that do not constitute interest or principal; or

     o    any other amounts described in the related prospectus supplement.

     We will describe in the related prospectus supplement the principal
entitlement of each class of offered certificates on each payment date.

ALLOCATION OF LOSSES AND SHORTFALLS

     If and to the extent that any losses or shortfalls in collections on the
mortgage assets in any of our trusts are not covered or offset by delinquency
advances or draws on any reserve fund or under any instrument of credit support,
they will be allocated among the various classes of certificates of the related
series in the priority and manner, and subject to the limitations, specified in
the related prospectus supplement. As described in the related prospectus
supplement, the allocations may be effected as follows:

     o    by reducing the entitlements to interest and/or the total principal
          balances of one or more of those classes; and/or

     o    by establishing a priority of payments among those classes.

     See "DESCRIPTION OF CREDIT SUPPORT".

ADVANCES

     If any trust established by us includes mortgage loans, then as and to the
extent described in the related prospectus supplement, the related master
servicer, the related special servicer, the related trustee, any related
provider of credit support and/or any other specified person may be obligated to
make, or may have the option of making, advances with respect to those mortgage
loans to cover--

     o    delinquent payments of principal and/or interest, other than balloon
          payments,

     o    property protection expenses,

     o    other servicing expenses, or

     o    any other items specified in the related prospectus supplement.

     If there are any limitations with respect to a party's advancing
obligations, we will discuss those limitations in the related prospectus
supplement.


                                      -75-



     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to certificateholders. Advances are not a guarantee against
losses. The advancing party will be entitled to recover all of its advances out
of--

     o    subsequent recoveries on the related mortgage loans, including amounts
          drawn under any fund or instrument constituting credit support, and

     o    any other specific sources identified in the related prospectus
          supplement.

     If and to the extent that we so specify in the related prospectus
supplement, any entity making advances will be entitled to receive interest on
some or all of those advances for a specified period during which they are
outstanding at the rate specified in that prospectus supplement. That entity may
be entitled to payment of interest on its outstanding advances--

     o    periodically from general collections on the mortgage assets in the
          related trust, prior to any payment to the related series of
          certificateholders, or

     o    at any other times and from any sources as we may describe in the
          related prospectus supplement.

     If any trust established by us includes mortgage-backed securities, we will
discuss in the related prospectus supplement any comparable advancing
obligations with respect to those securities or the mortgage loans that back
them.

REPORTS TO CERTIFICATEHOLDERS

     On or about each payment date, the related master servicer, manager or
trustee will forward to each offered certificateholder a statement substantially
in the form, or specifying the information, set forth in the related prospectus
supplement. In general, that statement will include information regarding--

     o    the payments made on that payment date with respect to the applicable
          class of offered certificates, and

     o    the recent performance of the mortgage assets.

     Within a reasonable period of time after the end of each calendar year, the
related master servicer, manager or trustee, as the case may be, will be
required to furnish to each person who at any time during the calendar year was
a holder of an offered certificate a statement containing information regarding
the principal, interest and other amounts paid on the applicable class of
offered certificates, aggregated for--

     o    that calendar year, or

     o    the applicable portion of that calendar year during which the person
          was a certificateholder.

The obligation to provide that annual statement will be deemed to have been
satisfied by the related master servicer, manager or trustee, as the case may
be, to the extent that substantially comparable information is provided in
accordance with any requirements of the Internal Revenue Code.

     If one of our trusts includes mortgage-backed securities, the ability of
the related master servicer, manager or trustee, as the case may be, to include
in any payment date statement information regarding the mortgage loans that back
those securities will depend on comparable reports being received with respect
to them.


                                      -76-



VOTING RIGHTS

     Voting rights will be allocated among the respective classes of offered and
non-offered certificates of each series in the manner described in the related
prospectus supplement. Certificateholders will generally not have a right to
vote, except--

     o    with respect to those amendments to the governing documents described
          under "DESCRIPTION OF THE GOVERNING DOCUMENTS--Amendment", or

     o    as otherwise specified in this prospectus or in the related prospectus
          supplement.

     As and to the extent described in the related prospectus supplement, the
certificateholders entitled to a specified amount of the voting rights for a
particular series will have the right to act as a group to remove or replace the
related trustee, master servicer, special servicer or manager. In general, that
removal or replacement must be for cause. We will identify exceptions in the
related prospectus supplement.

TERMINATION

     The trust for each series of offered certificates will terminate and cease
to exist following:

     o    the final payment or other liquidation of the last mortgage asset in
          that trust; and

     o    the payment, or provision for payment, to the certificateholders of
          that series of all amounts required to be paid to them.

     Written notice of termination of a trust will be given to each affected
certificateholder. The final payment will be made only upon presentation and
surrender of the certificates of the related series at the location to be
specified in the notice of termination.

     If we so specify in the related prospectus supplement, one or more
designated parties will be entitled to purchase all of the mortgage assets
underlying a series of offered certificates, thereby effecting early retirement
of the certificates and early termination of the related trust. We will describe
in the related prospectus supplement the circumstances under which that purchase
may occur.

     If we so specify in the related prospectus supplement, one or more
certificateholders will be entitled to exchange all of the certificates of a
particular series for all of the mortgage assets underlying that series, thereby
effecting early termination of the related trust. We will describe in the
related prospectus supplement the circumstances under which that exchange may
occur.

     In addition, if we so specify in the related prospectus supplement, on a
specified date or upon the reduction of the total principal balance of a
specified class or classes of certificates by a specified percentage or amount,
a party designated in the related prospectus supplement may be authorized or
required to solicit bids for the purchase of all the mortgage assets of the
related trust or of a sufficient portion of the mortgage assets to retire that
class or those classes of certificates. The solicitation of bids must be
conducted in a commercially reasonable manner, and assets will, in general, be
sold at their fair market value. If the fair market value of the mortgage assets
being sold is less than their unpaid balance, then the certificateholders of one
or more classes of certificates may receive an amount less than the total
principal balance of, and accrued and unpaid interest on, their certificates.


                                      -77-



BOOK-ENTRY REGISTRATION

     General. Any class of offered certificates may be issued in book-entry form
through the facilities of DTC. If so, that class will be represented by one or
more global certificates registered in the name of DTC or its nominee. If we so
specify in the related prospectus supplement, we will arrange for clearance and
settlement through the Euroclear System or Clearstream Banking Luxembourg for so
long as they are participants in DTC.

     DTC, Euroclear and Clearstream. DTC is:

     o    a limited-purpose trust company organized under the New York Banking
          Law,

     o    a "banking corporation" within the meaning of the New York Banking
          Law,

     o    a member of the Federal Reserve System,

     o    a "clearing corporation" within the meaning of the New York Uniform
          Commercial Code, and

     o    a "clearing agency" registered under the provisions of Section 17A of
          the Securities Exchange Act of 1934, as amended.

     DTC was created to hold securities for participants in the DTC system and
to facilitate the clearance and settlement of securities transactions between
those participants through electronic computerized book-entry changes in their
accounts, thereby eliminating the need for physical movement of securities
certificates. Organizations that maintain accounts with DTC include securities
brokers and dealers, banks, trust companies and clearing corporations and may
include other organizations. DTC is owned by a number of its participating
organizations and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as banks, brokers, dealers
and trust companies that directly or indirectly clear through or maintain a
custodial relationship with one of the organizations that maintains an account
with DTC. The rules applicable to DTC and its participating organizations are on
file with the SEC.

     It is our understanding that Clearstream Banking Luxembourg holds
securities for its member organizations and facilitates the clearance and
settlement of securities transactions between its member organizations through
electronic book-entry changes in accounts of those organizations, thereby
eliminating the need for physical movement of certificates. Transactions may be
settled in Clearstream in any of 31 currencies, including United States dollars.
Clearstream provides to its member organizations, among other things, services
for safekeeping, administration, clearance and settlement of internationally
traded securities and securities lending and borrowing. Clearstream interfaces
with domestic securities markets in over 39 countries through established
depository and custodial relationships. As a professional depositary,
Clearstream is subject to regulation by the Luxembourg Monetary Institute.
Clearstream is registered as a bank in Luxembourg. It is subject to regulation
by the Commission de Surveillance du Secteur Financier, which supervises
Luxembourg banks. Clearstream's customers are world-wide financial institutions
including underwriters, securities brokers and dealers, banks, trust companies
and clearing corporations. Clearstream's U.S. customers are limited to
securities brokers and dealers, and banks. Currently, Clearstream has
approximately 2,500 customers located in over 94 countries, including all major
European countries, Canada and the United States. Indirect access to Clearstream
is available to other institutions that clear through or maintain a custodial
relationship with an account holder of Clearstream. Clearstream and Euroclear
have established an electronic bridge between their two systems across which
their respective participants may settle trades with each other.


                                      -78-



     It is our understanding that Euroclear holds securities for its member
organizations and facilitates clearance and settlement of securities
transactions between its member organizations through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Over 150,000 different securities are accepted for
settlement through Euroclear, the majority of which are domestic securities from
over 32 markets. Transactions may be settled in Euroclear in any of over 30
currencies, including United States dollars. The Euroclear system includes
various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries generally similar to the
arrangements for cross-market transfers with DTC described below in this
"--Book-Entry Registration" section. Euroclear is operated by Euroclear Bank
S.A./N.V., as Euroclear Operator, under a license agreement with Euroclear
Clearance System Public Limited Company. The Euroclear Operator is regulated and
examined by the Belgian Banking and Finance Commission and the National Bank of
Belgium. All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not Euroclear Clearance System. Indirect access to
the Euroclear system is also available to other firms that clear through or
maintain a custodial relationship with a member organization of Euroclear,
either directly or indirectly. Euroclear and Clearstream have established an
electronic bridge between their two systems across which their respective
participants may settle trades with each other.

     Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Euroclear Terms and Conditions. The Euroclear Terms and
Conditions govern transfers of securities and cash within the Euroclear system,
withdrawal of securities and cash from the Euroclear system, and receipts of
payments with respect to securities in the Euroclear system. All securities in
the Euroclear system are held on a fungible basis without attribution of
specific securities to specific securities clearance accounts. The Euroclear
Operator acts under the Euroclear Terms and Conditions only on behalf of member
organizations of Euroclear and has no record of or relationship with persons
holding through those member organizations.

     The information in this prospectus concerning DTC, Euroclear and
Clearstream, and their book-entry systems, has been obtained from sources
believed to be reliable, but we do not take any responsibility for the accuracy
or completeness of that information.

     Holding and Transferring Book-Entry Certificates. Purchases of book-entry
certificates under the DTC system must be made by or through, and will be
recorded on the records of, the Financial Intermediary that maintains the
beneficial owner's account for that purpose. In turn, the Financial
Intermediary's ownership of those certificates will be recorded on the records
of DTC or, alternatively, if the Financial Intermediary does not maintain an
account with DTC, on the records of a participating firm that acts as agent for
the Financial Intermediary, whose interest will in turn be recorded on the
records of DTC. A beneficial owner of book-entry certificates must rely on the
foregoing procedures to evidence its beneficial ownership of those certificates.
DTC has no knowledge of the actual beneficial owners of the book-entry
certificates. DTC's records reflect only the identity of the direct participants
to whose accounts those certificates are credited, which may or may not be the
actual beneficial owners. The participants in the DTC system will remain
responsible for keeping account of their holdings on behalf of their customers.

     Transfers between participants in the DTC system will be effected in the
ordinary manner in accordance with DTC's rules and will be settled in same-day
funds. Transfers between direct account holders at Euroclear and Clearstream, or
between persons or entities participating indirectly in Euroclear or
Clearstream, will be effected in the ordinary manner in accordance with their
respective procedures and in accordance with DTC's rules.

     Cross-market transfers between direct participants in DTC, on the one hand,
and member organizations at Euroclear or Clearstream, on the other, will be
effected through DTC in accordance with DTC's rules and the rules of Euroclear
or Clearstream, as applicable. These cross-market transactions will require,
among other


                                      -79-


things, delivery of instructions by the applicable member
organization to Euroclear or Clearstream, as the case may be, in accordance with
the rules and procedures and within deadlines, Brussels time, established in
Euroclear or Clearstream, as the case may be. If the transaction complies with
all relevant requirements, Euroclear or Clearstream, as the case may be, will
then deliver instructions to its depositary to take action to effect final
settlement on its behalf.

     Because of time-zone differences, the securities account of a member
organization of Euroclear or Clearstream purchasing an interest in a global
certificate from a DTC participant that is not a member organization, will be
credited during the securities settlement processing day, which must be a
business day for Euroclear or Clearstream, as the case may be, immediately
following the DTC settlement date. Transactions in interests in a book-entry
certificate settled during any securities settlement processing day will be
reported to the relevant member organization of Euroclear or Clearstream on the
same day. Cash received in Euroclear or Clearstream as a result of sales of
interests in a book-entry certificate by or through a member organization of
Euroclear or Clearstream, as the case may be, to a DTC participant that is not a
member organization will be received with value on the DTC settlement date, but
will not be available in the relevant Euroclear or Clearstream cash account
until the business day following settlement in DTC. The related prospectus
supplement will contain additional information regarding clearance and
settlement procedures for the book-entry certificates and with respect to tax
documentation procedures relating to the book-entry certificates.

     Conveyance of notices and other communications by DTC to DTC participants,
and by DTC participants to Financial Intermediaries and beneficial owners, will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

     Payments on the book-entry certificates will be made to DTC. DTC's practice
is to credit DTC participants' accounts on the related payment date in
accordance with their respective holdings shown on DTC's records, unless DTC has
reason to believe that it will not receive payment on that date. Disbursement of
those payments by DTC participants to Financial Intermediaries and beneficial
owners will be--

     o    governed by standing instructions and customary practices, as is the
          case with securities held for the accounts of customers in bearer form
          or registered in street name, and

     o    the sole responsibility of each of those DTC participants, subject to
          any statutory or regulatory requirements in effect from time to time.

         Under a book-entry system, beneficial owners may receive payments after
the related payment date.

         The only "certificateholder" of book-entry certificates will be DTC or
its nominee. Parties to the governing documents for any series of offered
certificates need not recognize beneficial owners of book-entry certificates as
"certificateholders". The beneficial owners of book-entry certificates will be
permitted to exercise the rights of "certificateholders" only indirectly through
the DTC participants, who in turn will exercise their rights through DTC. We
have been informed that DTC will take action permitted to be taken by a
"certificateholder" only at the direction of one or more DTC participants. DTC
may take conflicting actions with respect to the book-entry certificates to the
extent that those actions are taken on behalf of Financial Intermediaries whose
holdings include those certificates.

         Because DTC can act only on behalf of DTC participants, who in turn act
on behalf of Financial Intermediaries and beneficial owners of the applicable
book-entry securities, the ability of a beneficial owner to pledge its interest
in a class of book-entry certificates to persons or entities that do not
participate in the DTC system, or otherwise to take actions with respect to its
interest in a class of book-entry certificates, may be limited due to the lack
of a physical certificate evidencing that interest.


                                      -80-



     Issuance of Definitive Certificates. Unless we specify otherwise in the
related prospectus supplement, beneficial owners of affected offered
certificates initially issued in book-entry form will not be able to obtain
physical certificates that represent those offered certificates, unless:

     o    we advise the related trustee in writing that DTC is no longer willing
          or able to discharge properly its responsibilities as depository with
          respect to those offered certificates and we are unable to locate a
          qualified successor; or

     o    we notify DTC of our intent to terminate the book-entry system through
          DTC with respect to those offered certificates and, in the event
          applicable law and/or DTC's procedures require that the DTC
          participants holding beneficial interests in those offered
          certificates submit a withdrawal request to DTC in order to so
          terminate the book-entry system, we additionally notify those DTC
          participants and they submit a withdrawal request with respect to such
          termination.

     Upon the occurrence of either of the two events described in the prior
paragraph, the trustee or other designated party will be required to notify all
DTC participants, through DTC, of the availability of physical certificates with
respect to the affected offered certificates. Upon surrender by DTC of the
certificate or certificates representing a class of book-entry offered
certificates, together with instructions for registration, the related trustee
or other designated party will be required to issue to the beneficial owners
identified in those instructions physical certificates representing those
offered certificates.


                     DESCRIPTION OF THE GOVERNING DOCUMENTS

GENERAL

     The "Governing Document" for purposes of issuing the offered certificates
of each series will be a pooling and servicing agreement or other similar
agreement or collection of agreements. In general, the parties to the Governing
Document for a series of offered certificates will include us, a trustee, a
master servicer and a special servicer. However, if the related trust assets
include mortgage-backed securities, the Governing Document may include a manager
as a party, but may not include a master servicer, special servicer or other
servicer as a party. We will identify in the related prospectus supplement the
parties to the Governing Document for a series of offered certificates.

     If we so specify in the related prospectus supplement, a party from whom we
acquire mortgage assets or one of its affiliates may perform the functions of
master servicer, special servicer or manager for the trust to which we transfer
those assets. If we so specify in the related prospectus supplement, the same
person or entity may act as both master servicer and special servicer for one of
our trusts.

     Any party to the Governing Document for a series of offered certificates,
or any of its affiliates, may own certificates issued under the Governing
Document. However, except in limited circumstances, including with respect to
required consents to amendments to the Governing Document for a series of
offered certificates, certificates that are held by the related master servicer,
special servicer or manager will not be allocated voting rights.

     A form of a pooling and servicing agreement has been filed as an exhibit to
the registration statement of which this prospectus is a part. However, the
provisions of the Governing Document for each series of offered certificates
will vary depending upon the nature of the certificates to be issued under that
Governing Document and the nature of the related trust assets. The following
summaries describe select provisions that may appear in the Governing Document
for each series of offered certificates. The prospectus supplement for each
series of offered certificates will provide material additional information
regarding the Governing Document for that series. The summaries in this
prospectus do not purport to be complete, and you should refer to the provisions
of the


                                      -81-



Governing Document for your offered certificates and, further, to the
description of those provisions in the related prospectus supplement. We will
provide a copy of the Governing Document, exclusive of exhibits, that relates to
your offered certificates, without charge, upon written request addressed to our
principal executive offices specified under "MERRILL LYNCH MORTGAGE INVESTORS,
INC."

ASSIGNMENT OF MORTGAGE ASSETS

     At the time of initial issuance of any series of offered certificates, we
will assign or cause to be assigned to the designated trustee the mortgage
assets and any other assets to be included in the related trust. We will specify
in the related prospectus supplement all material documents to be delivered, and
all other material actions to be taken, by us or any prior holder of the related
mortgage assets in connection with that assignment. We will also specify in the
related prospectus supplement any remedies available to the related
certificateholders, or the related trustee on their behalf, in the event that
any of those material documents are not delivered or any of those other material
actions are not taken as required. Concurrently with that assignment, the
related trustee will deliver to us or our designee the certificates of that
series in exchange for the mortgage assets and the other assets to be included
in the related trust.

     Each mortgage asset included in one of our trusts will be identified in a
schedule appearing as an exhibit to the related Governing Document. That
schedule generally will include detailed information about each mortgage asset
transferred to the related trust, including:

     o    in the case of a mortgage loan--

          1.   the address of the related real property,

          2.   the mortgage interest rate and, if applicable, the applicable
               index, gross margin, adjustment date and any rate cap
               information,

          3.   the remaining term to maturity,

          4.   if the mortgage loan is a balloon loan, the remaining
               amortization term, and

          5.   the outstanding principal balance; and

     o    in the case of a mortgage-backed security--

          1.   the outstanding principal balance, and

          2.   the pass-through rate or coupon rate.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE ASSETS

     Unless we state otherwise in the prospectus supplement for any series of
offered certificates, we will, with respect to each mortgage asset in the
related trust, make or assign, or cause to be made or assigned, a limited set of
representations and warranties covering, by way of example:

     o    the accuracy of the information set forth for each mortgage asset on
          the schedule of mortgage assets appearing as an exhibit to the
          Governing Document for that series;

     o    the warranting party's title to each mortgage asset and the authority
          of the warranting party to sell that mortgage asset; and



                                      -82-



     o    in the case of a mortgage loan--

          1.   the enforceability of the related mortgage note and mortgage,

          2.   the existence of title insurance insuring the lien priority of
               the related mortgage, and

          3.   the payment status of the mortgage loan.

     We will identify the warranting party, and give a more complete sampling of
the representations and warranties made thereby, in the related prospectus
supplement. We will also specify in the related prospectus supplement any
remedies against the warranting party available to the related
certificateholders, or the related trustee on their behalf, in the event of a
breach of any of those representations and warranties. In most cases, the
warranting party will be a prior holder of the particular mortgage assets.

COLLECTION AND OTHER SERVICING PROCEDURES WITH RESPECT TO MORTGAGE LOANS

     The Governing Document for each series of offered certificates will govern
the servicing and administration of any mortgage loans included in the related
trust.

     In general, the related master servicer and special servicer, directly or
through sub-servicers, will be obligated to service and administer for the
benefit of the related certificateholders the mortgage loans in any of our
trusts. The master servicer and the special servicer will be required to service
and administer those mortgage loans in accordance with applicable law and,
further, in accordance with the terms of the related Governing Document, the
mortgage loans themselves and any instrument of credit support included in that
trust. Subject to the foregoing, the master servicer and the special servicer
will each have full power and authority to do any and all things in connection
with that servicing and administration that it may deem necessary and desirable.

     As part of its servicing duties, each of the master servicer and the
special servicer for one of our trusts will be required to make reasonable
efforts to collect all payments called for under the terms and provisions of the
related mortgage loans that it services. In general, each of the master servicer
and the special servicer for one of our trusts will be obligated to follow those
collection procedures as are consistent with the servicing standard set forth in
the related Governing Document. Consistent with the foregoing, the master
servicer and the special servicer will each be permitted, in its discretion, to
waive any default interest or late payment charge in connection with collecting
a late payment on any defaulted mortgage loan that it is responsible for
servicing.

     The master servicer and/or the special servicer for one or our trusts,
directly or through sub-servicers, will also be required to perform various
other customary functions of a servicer of comparable loans, including:

     o    maintaining escrow or impound accounts for the payment of taxes,
          insurance premiums, ground rents and similar items, or otherwise
          monitoring the timely payment of those items;

     o    ensuring that the related properties are properly insured;

     o    attempting to collect delinquent payments;

     o    supervising foreclosures;

     o    negotiating modifications;

     o    responding to borrower requests for partial releases of the encumbered
          property, easements, consents to alteration or demolition and similar
          matters;


                                      -83-



     o    protecting the interests of certificateholders with respect to senior
          lienholders;

     o    conducting inspections of the related real properties on a periodic or
          other basis;

     o    collecting and evaluating financial statements for the related real
          properties;

     o    managing or overseeing the management of real properties acquired on
          behalf of the trust through foreclosure, deed-in-lieu of foreclosure
          or otherwise; and

     o    maintaining servicing records relating to mortgage loans in the trust.

     We will specify in the related prospectus supplement when, and the extent
to which, servicing of a mortgage loan is to be transferred from a master
servicer to a special servicer. In general, a special servicer for any of our
trusts will be responsible for the servicing and administration of:

     o    mortgage loans that are delinquent with respect to a specified number
          of scheduled payments;

     o    mortgage loans as to which there is a material non-monetary default;

     o    mortgage loans as to which the related borrower has--

          1.   entered into or consented to bankruptcy, appointment of a
               receiver or conservator or similar insolvency proceeding, or

          2.   become the subject of a decree or order for such a proceeding
               which has remained in force undischarged or unstayed for a
               specified number of days; and

     o    real properties acquired as part of the trust with respect to
          defaulted mortgage loans.

     The related Governing Document may also may provide that if a default on a
mortgage loan in the related trust has occurred or, in the judgment of the
related master servicer, a payment default is reasonably foreseeable, the
related master servicer may elect to transfer the servicing of that mortgage
loan, in whole or in part, to the related special servicer. When the
circumstances no longer warrant a special servicer's continuing to service a
particular mortgage loan, such as when the related borrower is paying in
accordance with the forbearance arrangement entered into between the special
servicer and that borrower, the master servicer will generally resume the
servicing duties with respect to the particular mortgage loan.

     A borrower's failure to make required mortgage loan payments may mean that
operating income from the related real property is insufficient to service the
mortgage debt, or may reflect the diversion of that income from the servicing of
the mortgage debt. In addition, a borrower that is unable to make mortgage loan
payments may also be unable to make timely payment of taxes and otherwise to
maintain and insure the related real property. In general, with respect to each
series of offered certificates, the related special servicer will be required to
monitor any mortgage loan in the related trust that is in default, evaluate
whether the causes of the default can be corrected over a reasonable period
without significant impairment of the value of the related real property,
initiate corrective action in cooperation with the mortgagor if cure is likely,
inspect the related real property and take any other actions as it deems
necessary and appropriate. A significant period of time may elapse before a
special servicer is able to assess the success of any corrective action or the
need for additional initiatives. The time within which a special servicer can--

     o    make the initial determination of appropriate action,


                                      -84-



     o    evaluate the success of corrective action,

     o    develop additional initiatives,

     o    institute foreclosure proceedings and actually foreclose, or

     o    accept a deed to a real property in lieu of foreclosure, on behalf of
          the certificateholders of the related series,

may vary considerably depending on the particular mortgage loan, the related
real property, the borrower, the presence of an acceptable party to assume the
mortgage loan and the laws of the jurisdiction in which the related real
property is located. If a borrower files a bankruptcy petition, the special
servicer may not be permitted to accelerate the maturity of the defaulted loan
or to foreclose on the related real property for a considerable period of time.
See "LEGAL ASPECTS OF MORTGAGE LOANS--Bankruptcy Laws".

     A special servicer for one of our trusts may also perform limited duties
with respect to mortgage loans in that trust for which the related master
servicer is primarily responsible, such as--

     o    performing property inspections and collecting, and

     o    evaluating financial statements.

     A master servicer for one of our trusts may perform limited duties with
respect to any mortgage loan in that trust for which the related special
servicer is primarily responsible, such as--

     o    continuing to receive payments on the mortgage loan,

     o    making calculations with respect to the mortgage loan, and

     o    making remittances and preparing reports to the related trustee and/or
          certificateholders with respect to the mortgage loan.

     The duties of the master servicer and special servicer for your series will
be more fully described in the related prospectus supplement.

     Unless we state otherwise in the related prospectus supplement, the master
servicer for your series will be responsible for filing and settling claims with
respect to particular mortgage loans for your series under any applicable
instrument of credit support. See "DESCRIPTION OF CREDIT SUPPORT" in this
prospectus.

SUB-SERVICERS

     A master servicer or special servicer may delegate its servicing
obligations to one or more third-party servicers or sub-servicers. However,
unless we specify otherwise in the related prospectus supplement, the master
servicer or special servicer will remain obligated under the related Governing
Document. Each sub-servicing agreement between a master servicer or special
servicer, as applicable, and a sub-servicer must provide for servicing of the
applicable mortgage loans consistent with the related Governing Document. Any
master servicer and special servicer for one of our trusts will each be required
to monitor the performance of sub-servicers retained by it.

     Unless we specify otherwise in the related prospectus supplement, any
master servicer or special servicer for one of our trusts will be solely liable
for all fees owed by it to any sub-servicer, regardless of whether the


                                      -85-


master servicer's or special servicer's compensation under the related Governing
Document is sufficient to pay those fees. Each sub-servicer will be entitled to
reimbursement from the master servicer or special servicer, as the case may be,
that retained it, for expenditures which it makes, generally to the same extent
the master servicer or special servicer would be reimbursed under the related
Governing Document.

COLLECTION OF PAYMENTS ON MORTGAGE-BACKED SECURITIES

     Unless we specify otherwise in the related prospectus supplement, if a
mortgage-backed security is included among the trust assets underlying any
series of offered certificates, then--

     o    that mortgage-backed security will be registered in the name of the
          related trustee or its designee;

     o    the related trustee will receive payments on that mortgage-backed
          security; and

     o    subject to any conditions described in the related prospectus
          supplement, the related trustee or a designated manager will, on
          behalf and at the expense of the trust, exercise all rights and
          remedies with respect to that mortgaged-backed security, including the
          prosecution of any legal action necessary in connection with any
          payment default.

MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER, THE MANAGER AND US

     Unless we specify otherwise in the related prospectus supplement, no master
servicer, special servicer or manager for any of our trusts may resign from its
obligations in that capacity, except upon--

     o    the appointment of, and the acceptance of that appointment by, a
          successor to the resigning party and receipt by the related trustee of
          written confirmation from each applicable rating agency that the
          resignation and appointment will not result in a withdrawal or
          downgrade of any rating assigned by that rating agency to any class of
          certificates of the related series, or

     o    a determination that those obligations are no longer permissible under
          applicable law or are in material conflict by reason of applicable law
          with any other activities carried on by the resigning party.

     In general, no resignation will become effective until the related trustee
or other successor has assumed the obligations and duties of the resigning
master servicer, special servicer or manager, as the case may be.

     With respect to each series of offered certificates, we and the related
master servicer, special servicer and/or manager, if any, will, in each case, be
obligated to perform only those duties specifically required under the related
Governing Document.

     In no event will we, any master servicer, special servicer or manager for
one of our trusts, or any of our or their respective affiliates, shareholders,
partners, members, managers, directors, officers, employees or agents, be under
any liability to that trust or the related certificateholders for any action
taken, or not taken, in good faith under the related Governing Document or for
errors in judgment. Neither we nor any of those other persons or entities will
be protected, however, against any liability that would otherwise be imposed by
reason of--

     o    willful misfeasance, bad faith or gross negligence in the performance
          of obligations or duties under the Governing Document for any series
          of offered certificates, or

     o    reckless disregard of those obligations and duties.


                                      -86-



     Furthermore, the Governing Document for each series of offered certificates
will entitle us, the master servicer, special servicer and/or manager for the
related trust, and our and their respective affiliates, shareholders, partners,
members, managers, directors, officers, employees and agents, to indemnification
out of the related trust assets for any loss, liability or expense incurred in
connection with any legal action or claim that relates to that Governing
Document or series of offered certificates or to the related trust. The
indemnification will not extend, however, to any loss, liability or expense:

     o    specifically required to be borne by the relevant party, without right
          of reimbursement, under the terms of that Governing Document;

     o    incurred in connection with any legal action or claim against the
          relevant party resulting from any breach of a representation or
          warranty made in that Governing Document; or

     o    incurred in connection with any legal action or claim against the
          relevant party resulting from any willful misfeasance, bad faith or
          gross negligence in the performance of obligations or duties under
          that Governing Document or reckless disregard of those obligations and
          duties.

     Neither we nor any master servicer, special servicer or manager for the
related trust will be under any obligation to appear in, prosecute or defend any
legal action unless:

     o    the action is related to the respective responsibilities of that party
          under the Governing Document for the affected series of offered
          certificates; and

     o    either--

          1.   that party is specifically required to bear the expense of the
               action, or

          2.   the action will not, in its opinion, involve that party in any
               ultimate expense or liability for which it would not be
               reimbursed under the Governing Document for the affected series
               of offered certificates.

However, we and each of those other parties may undertake any legal action that
may be necessary or desirable with respect to the enforcement or protection of
the rights and duties of the parties to the Governing Document for any series of
offered certificates and the interests of the certificateholders of that series
under that Governing Document. In that event, the legal expenses and costs of
the action, and any liability resulting from the action, will be expenses, costs
and liabilities of the related trust and payable out of related trust assets.

     With limited exception, any person or entity--

     o    into which we or any related master servicer, special servicer or
          manager may be merged or consolidated, or

     o    resulting from any merger or consolidation to which we or any related
          master servicer, special servicer or manager is a party, or

     o    succeeding to our business or the business of any related master
          servicer, special servicer or manager,

will be the successor of us or that master servicer, special servicer or
manager, as the case may be, under the Governing Document for a series of
offered certificates.


                                      -87-



     The compensation arrangements with respect to any master servicer, special
servicer or manager for any of our trusts will be set forth in the related
prospectus supplement. In general, that compensation will be payable out of the
related trust assets.

EVENTS OF DEFAULT

     We will identify in the related prospectus supplement the various events of
default under the Governing Document for each series of offered certificates for
which any related master servicer, special servicer or manager may be terminated
in that capacity.

     No holder of the offered certificates of any series, and no holder of any
non-offered certificates of that series, will have any right to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
a default under the Governing Document for that series, unless--

     o    the certificateholder previously has given to the trustee for that
          series a written notice of default under the Governing Document for
          that series, and of the continuance thereof,

     o    the holders of offered and non-offered certificates of that series
          entitled to at least 25% of all the voting rights allocated to the
          certificateholders of that series have made written request upon the
          trustee for that series to institute an action, suit or proceeding in
          its own name as trustee and have offered to that trustee such
          reasonable indemnity as it may require against the costs, expenses and
          liabilities to be incurred by that trustee in connection therewith,
          and

     o    the trustee for that series, for 60 days after its receipt of such
          notice, request and offer of indemnity, has neglected or refused to
          institute any such action, suit or proceeding.

AMENDMENT

     The Governing Document for each series of offered certificates may be
amended by the parties thereto, without the consent of any of the holders of
those certificates, or of any non-offered certificates of the same series, for
the following reasons:

          1.   to cure any ambiguity;

          2.   to correct, modify or supplement any provision in the Governing
               Document which may be inconsistent with any other provision in
               that document or with the description of that document set forth
               in this prospectus or the related prospectus supplement;

          3.   to add any other provisions with respect to matters or questions
               arising under the Governing Document that are not inconsistent
               with the existing provisions of that document;

          4.   to the extent applicable, to relax or eliminate any requirement
               under the Governing Document imposed by the provisions of the
               Internal Revenue Code relating to REMICs or grantor trusts if the
               provisions of the Internal Revenue Code are amended or clarified
               so as to allow for the relaxation or elimination of that
               requirement;

          5.   to relax or eliminate any requirement under the Governing
               Document imposed by the Securities Act of 1933, as amended, or
               the rules under that Act if that Act or those rules are amended
               or clarified so as to allow for the relaxation or elimination of
               that requirement;


                                      -88-



          6.   to comply with any requirements imposed by the Internal Revenue
               Code or any final, temporary or, in some cases, proposed
               regulation, revenue ruling, revenue procedure or other written
               official announcement or interpretation relating to federal
               income tax laws, or to avoid a prohibited transaction or reduce
               the incidence of any tax that would arise from any actions taken
               with respect to the operation of any REMIC or grantor trust
               created under the Governing Document;

          7.   to the extent applicable, to modify, add to or eliminate the
               transfer restrictions relating to the certificates which are
               residual interests in a REMIC; or

          8.   to otherwise modify or delete existing provisions of the
               Governing Document.

     However, no amendment of the Governing Document for any series of offered
certificates that is covered solely by clauses 3. or 8. above may adversely
affect in any material respect the interests of any holders of offered or
non-offered certificates of that series. In addition, no amendment of the
Governing Document for any series of offered certificates that is covered by any
of clauses 1. through 8. above may significantly change the activities of the
related trust.

     In general, the Governing Document for a series of offered certificates may
also be amended by the parties to that document, with the consent of the holders
of offered and non-offered certificates representing, in total, not less than 66
2/3%, or any other percentage specified in the related prospectus supplement, of
all the voting rights allocated to the certificateholders of that series.
However, the Governing Document for a series of offered certificates may not be
amended to--

     o    reduce in any manner the amount of, or delay the timing of, payments
          received or advanced on the related mortgage assets which are required
          to be distributed on any offered or non-offered certificate of that
          series without the consent of the holder of that certificate; or

     o    adversely affect in any material respect the interests of the holders
          of any class of offered or non-offered certificates of that series in
          any other manner without the consent of the holders of all
          certificates of that class; or

     o    modify the provisions of the Governing Document relating to amendments
          of that document without the consent of the holders of all offered and
          non-offered certificates of that series then outstanding; or

     o    modify the specified percentage of voting rights which is required to
          be held by certificateholders to consent, approve or object to any
          particular action under the Governing Document without the consent of
          the holders of all offered and non-offered certificates of that series
          then outstanding; or

     o    significantly change the activities of the related trust without the
          consent of the holders of offered and non-offered certificates of that
          series representing at least a majority of all the voting rights
          allocated to the certificateholders of that series, without regard to
          any of those certificates held by us or one of our affiliates and/or
          agents.


                                      -89-



     Notwithstanding the foregoing, the Governing Document for any series of
offered certificates may provide that we need not be a party to any amendment to
that Governing Document, but rather may provide that any such amendment may not
adversely affect our rights and/or interests without our consent.

LIST OF CERTIFICATEHOLDERS

     Upon written request of three or more certificateholders of record of any
series made for purposes of communicating with other holders of certificates of
the same series with respect to their rights under the related Governing
Document, the related trustee or other certificate registrar of that series will
afford the requesting certificateholders access during normal business hours to
the most recent list of certificateholders of that series. However, the trustee
may first require a copy of the communication that the requesting
certificateholders propose to send.

THE TRUSTEE

     The trustee for each series of offered certificates will be named in the
related prospectus supplement. The commercial bank, banking association, banking
corporation or trust company that serves as trustee for any series of offered
certificates may have typical banking relationships with the us and our
affiliates and with any of the other parties to the related Governing Document
and its affiliates.

DUTIES OF THE TRUSTEE

     The trustee for each series of offered certificates will not--

     o    make any representation as to the validity or sufficiency of those
          certificates, the related Governing Document or any underlying
          mortgage asset or related document, or

     o    be accountable for the use or application by or on behalf of any other
          party to the related Governing Document of any funds paid to that
          party with respect to those certificates or the underlying mortgage
          assets.

     If no event of default has occurred and is continuing under the related
Governing Document, the trustee for each series of offered certificates will be
required to perform only those duties specifically required under the related
Governing Document. However, upon receipt of any of the various certificates,
reports or other instruments required to be furnished to it under the related
Governing Document, the trustee must examine those documents and determine
whether they conform to the requirements of that Governing Document.

MATTERS REGARDING THE TRUSTEE

     As and to the extent described in the related prospectus supplement, the
fees and normal disbursements of the trustee for any series of offered
certificates may be the expense of the related master servicer or other
specified person or may be required to be paid by the related trust assets.

     The trustee for each series of offered certificates and each of its
directors, officers, employees, affiliates, agents and "control" persons within
the meaning of the Securities Act of 1933, as amended, will be entitled to
indemnification, out of related trust assets, for any loss, liability or expense
incurred by that trustee or any of those other persons in connection with that
trustee's acceptance or administration of its trusts under the related Governing
Document. However, the indemnification of a trustee or any of its directors,
officers, employees and agents will not extend to any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or gross negligence on the
part of the trustee in the performance of its obligations and duties under the
related Governing Document.

                                      -90-



     No trustee for any series of offered certificates will be liable for any
action reasonably taken, suffered or omitted by it in good faith and believed by
it to be authorized by the related Governing Document.

     No trustee for any series of offered certificates will have any obligation
to exercise any of the trusts or powers vested in it by the Governing Document
for that series or to make any investigation of matters arising under the
Governing Document or to institute, conduct or defend any litigation under or in
relation to the Governing Document at the request, order or direction of any of
the certificateholders of that series, pursuant to the provisions of the
Governing Document for that series, unless those certificateholders have offered
to that trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred by that trustee.

     No trustee for any series of offered certificates will be required to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties under the related Governing Document, or in the
exercise of any of its rights or powers, if it has reasonable grounds for
believing that repayment of those funds or adequate indemnity against that risk
or liability is not reasonably assured to it.

     The trustee for each series of offered certificates will be entitled to
execute any of its trusts or powers and perform any of its duties under the
related Governing Document, either directly or by or through agents or
attorneys. The trustee will not be responsible for any willful misconduct or
gross negligence on the part of any agent or attorney appointed by it with due
care.

RESIGNATION AND REMOVAL OF THE TRUSTEE

     The trustee for any series of offered certificates may resign at any time.
We will be obligated to appoint a successor to a resigning trustee. We may also
remove the trustee for any series of offered certificates if that trustee ceases
to be eligible to continue as such under the related Governing Document or if
that trustee becomes insolvent. Unless we indicate otherwise in the related
prospectus supplement, the trustee for any series of offered certificates may
also be removed at any time by the holders of the offered and non-offered
certificates of that series evidencing not less than 51%, or any other
percentage specified in the related prospectus supplement, of the voting rights
for that series. However, if the removal was without cause, the
certificateholders effecting the removal may be responsible for any costs and
expenses incurred by the terminated trustee in connection with its removal. Any
resignation or removal of a trustee and appointment of a successor trustee will
not become effective until acceptance of the appointment by the successor
trustee.


                          DESCRIPTION OF CREDIT SUPPORT

GENERAL

     Credit support may be provided with respect to one or more classes of the
offered certificates of any series or with respect to the related mortgage
assets. That credit support may be in the form of any of the following:

     o    the subordination of one or more other classes of certificates of the
          same series;

     o    the use of a letter of credit, a surety bond, an insurance policy, a
          guarantee or a credit derivative;

     o    the establishment of one or more reserve funds; or any combination of
          the foregoing.

     If and to the extent described in the related prospectus supplement, any of
the above forms of credit support may provide credit enhancement for non-offered
certificates, as well as offered certificates, or for more than one series of
certificates.


                                      -91-



     If you are the beneficiary of any particular form of credit support, that
credit support may not protect you against all risks of loss and will not
guarantee payment to you of all amounts to which you are entitled under your
offered certificates. If losses or shortfalls occur that exceed the amount
covered by that credit support or that are of a type not covered by that credit
support, you will bear your allocable share of deficiencies. Moreover, if that
credit support covers the offered certificates of more than one class or series
and total losses on the related mortgage assets exceed the amount of that credit
support, it is possible that the holders of offered certificates of other
classes and/or series will be disproportionately benefited by that credit
support to your detriment.

     If you are the beneficiary of any particular form of credit support, we
will include in the related prospectus supplement a description of the
following:

     o    the nature and amount of coverage under that credit support;

     o    any conditions to payment not otherwise described in this prospectus;

     o    any conditions under which the amount of coverage under that credit
          support may be reduced and under which that credit support may be
          terminated or replaced; and

     o    the material provisions relating to that credit support.

     Additionally, we will set forth in the related prospectus supplement
information with respect to the obligor, if any, under any instrument of credit
support.

SUBORDINATE CERTIFICATES

     If and to the extent described in the related prospectus supplement, one or
more classes of certificates of any series may be subordinate to one or more
other classes of certificates of that series. If you purchase subordinate
certificates, your right to receive payments out of collections and advances on
the related trust assets on any payment date will be subordinated to the
corresponding rights of the holders of the more senior classes of certificates.
If and to the extent described in the related prospectus supplement, the
subordination of a class of certificates may not cover all types of losses or
shortfalls. In the related prospectus supplement, we will set forth information
concerning the method and amount of subordination provided by a class or classes
of subordinate certificates in a series and the circumstances under which that
subordination will be available.

     If the mortgage assets in any trust established by us are divided into
separate groups, each supporting a separate class or classes of certificates of
the related series, credit support may be provided by cross-support provisions
requiring that payments be made on senior certificates evidencing interests in
one group of those mortgage assets prior to payments on subordinate certificates
evidencing interests in a different group of those mortgage assets. We will
describe in the related prospectus supplement the manner and conditions for
applying any cross-support provisions.

INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS

     The mortgage loans included in any trust established by us may be covered
for some default risks by insurance policies or guarantees. If so, we will
describe in the related prospectus supplement the nature of those default risks
and the extent of that coverage.

LETTERS OF CREDIT

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered by one or more


                                      -92-


letters of credit, issued by a bank or other financial institution specified in
the related prospectus supplement. The issuer of a letter of credit will be
obligated to honor draws under that letter of credit in a total fixed dollar
amount, net of unreimbursed payments under the letter of credit, generally equal
to a percentage specified in the related prospectus supplement of the total
principal balance of some or all of the related mortgage assets as of the date
the related trust was formed or of the initial total principal balance of one or
more classes of certificates of the applicable series. The letter of credit may
permit draws only in the event of select types of losses and shortfalls. The
amount available under the letter of credit will, in all cases, be reduced to
the extent of the unreimbursed payments under it and may otherwise be reduced as
described in the related prospectus supplement. The obligations of the letter of
credit issuer under the letter of credit for any series of offered certificates
will expire at the earlier of the date specified in the related prospectus
supplement or the termination of the related trust.

CERTIFICATE INSURANCE AND SURETY BONDS

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered by insurance policies or
surety bonds provided by one or more insurance companies or sureties. Those
instruments may cover, with respect to one or more classes of the offered
certificates of the related series, timely payments of interest and principal or
timely payments of interest and payments of principal on the basis of a schedule
of principal payments set forth in or determined in the manner specified in the
related prospectus supplement. We will describe in the related prospectus
supplement any limitations on the draws that may be made under any of those
instruments.

RESERVE FUNDS

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered, to the extent of available
funds, by one or more reserve funds in which cash, a letter of credit, permitted
investments, a demand note or a combination of the foregoing, will be deposited,
in the amounts specified in the related prospectus supplement. If and to the
extent described in the related prospectus supplement, the reserve fund for the
related series of offered certificates may also be funded over time.

     Amounts on deposit in any reserve fund for a series of offered certificates
will be applied for the purposes, in the manner, and to the extent specified in
the related prospectus supplement. If and to the extent described in the related
prospectus supplement, reserve funds may be established to provide protection
only against select types of losses and shortfalls. Following each payment date
for the related series of offered certificates, amounts in a reserve fund in
excess of any required balance may be released from the reserve fund under the
conditions and to the extent specified in the related prospectus supplement.

CREDIT SUPPORT WITH RESPECT TO MORTGAGE-BACKED SECURITIES

     If and to the extent described in the related prospectus supplement, any
mortgage-backed security included in one of our trusts and/or the mortgage loans
that back that security may be covered by one or more of the types of credit
support described in this prospectus. We will specify in the related prospectus
supplement, as to each of those forms of credit support, the information
indicated above with respect to that mortgage-backed security, to the extent
that the information is material and available.


                         LEGAL ASPECTS OF MORTGAGE LOANS

     Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by multifamily and commercial properties in the
United States, its territories and possessions. However, some of


                                      -93-


those mortgage loans may be secured by multifamily and commercial properties
outside the United States, its territories and possessions.

     The following discussion contains general summaries of select legal aspects
of mortgage loans secured by multifamily and commercial properties in the United
States. Because these legal aspects are governed by applicable state law, which
may differ substantially from state to state, the summaries do not purport to be
complete, to reflect the laws of any particular state, or to encompass the laws
of all jurisdictions in which the security for the mortgage loans underlying the
offered certificates is situated. Accordingly, you should be aware that the
summaries are qualified in their entirety by reference to the applicable laws of
those states. See "DESCRIPTION OF THE TRUST ASSETS--Mortgage Loans".

     If a significant percentage of mortgage loans underlying a series of
offered certificates, are secured by properties in a particular state, we will
discuss the relevant state laws, to the extent they vary materially from this
discussion, in the related prospectus supplement.

GENERAL

     Each mortgage loan underlying a series of offered certificates will be
evidenced by a note or bond and secured by an instrument granting a security
interest in real property. The instrument granting a security interest in real
property may be a mortgage, deed of trust or a deed to secure debt, depending
upon the prevailing practice and law in the state in which that real property is
located. Mortgages, deeds of trust and deeds to secure debt are often
collectively referred to in this prospectus as "mortgages". A mortgage creates a
lien upon, or grants a title interest in, the real property covered by the
mortgage, and represents the security for the repayment of the indebtedness
customarily evidenced by a promissory note. The priority of the lien created or
interest granted will depend on--

     o    the terms of the mortgage,

     o    the terms of separate subordination agreements or intercreditor
          agreements with others that hold interests in the real property,

     o    the knowledge of the parties to the mortgage, and

     o    in general, the order of recordation of the mortgage in the
          appropriate public recording office.

     However, the lien of a recorded mortgage will generally be subordinate to
later-arising liens for real estate taxes and assessments and other charges
imposed under governmental police powers.

TYPES OF MORTGAGE INSTRUMENTS

     There are two parties to a mortgage--

     o    a mortgagor, who is the owner of the encumbered interest in the real
          property, and

     o    a mortgagee, who is the lender.

     In general, the mortgagor is also the borrower.

     In contrast, a deed of trust is a three-party instrument. The parties to a
deed of trust are--

     o    the trustor, who is the equivalent of a mortgagor,


                                      -94-



     o    the trustee to whom the real property is conveyed, and

     o    the beneficiary for whose benefit the conveyance is made, who is the
          lender.

     Under a deed of trust, the trustor grants the property, irrevocably until
the debt is paid, in trust and generally with a power of sale, to the trustee to
secure repayment of the indebtedness evidenced by the related note.

     A deed to secure debt typically has two parties. Under a deed to secure
debt, the grantor, who is the equivalent of a mortgagor, conveys title to the
real property to the grantee, who is the lender, generally with a power of sale,
until the debt is repaid.

     Where the borrower is a land trust, there would be an additional party
because legal title to the property is held by a land trustee under a land trust
agreement for the benefit of the borrower. At origination of a mortgage loan
involving a land trust, the borrower may execute a separate undertaking to make
payments on the mortgage note. In no event is the land trustee personally liable
for the mortgage note obligation.

     The mortgagee's authority under a mortgage, the trustee's authority under a
deed of trust and the grantee's authority under a deed to secure debt are
governed by:

     o    the express provisions of the related instrument,

     o    the law of the state in which the real property is located,

     o    various federal laws, and

     o    in some deed of trust transactions, the directions of the beneficiary.

INSTALLMENT CONTRACTS

     The mortgage loans underlying your offered certificates may consist of
installment contracts. Under an installment contract the seller retains legal
title to the property and enters into an agreement with the purchaser for
payment of the purchase price, plus interest, over the term of the installment
contract. Only after full performance by the borrower of the contract is the
seller obligated to convey title to the real estate to the purchaser. During the
period that the installment contract is in effect, the purchaser is generally
responsible for maintaining the property in good condition and for paying real
estate taxes, assessments and hazard insurance premiums associated with the
property.

     The seller's enforcement of an installment contract varies from state to
state. Generally, installment contracts provide that upon a default by the
purchaser, the purchaser loses his or her right to occupy the property, the
entire indebtedness is accelerated, and the purchaser's equitable interest in
the property is forfeited. The seller in this situation does not have to
foreclose in order to obtain title to the property, although in some cases a
quiet title action is in order if the purchaser has filed the installment
contract in local land records and an ejectment action may be necessary to
recover possession. In a few states, particularly in cases of purchaser default
during the early years of an installment contract, the courts will permit
ejectment of the purchaser and a forfeiture of his or her interest in the
property.

     However, most state legislatures have enacted provisions by analogy to
mortgage law protecting borrowers under installment contracts from the harsh
consequences of forfeiture. Under those statutes, a judicial or nonjudicial
foreclosure may be required, the seller may be required to give notice of
default and the borrower may be granted some grace period during which the
contract may be reinstated upon full payment of the default



                                      -95-


amount and the purchaser may have a post-foreclosure statutory redemption right.
In other states, courts in equity may permit a purchaser with significant
investment in the property under an installment contract for the sale of real
estate to share in the proceeds of sale of the property after the indebtedness
is repaid or may otherwise refuse to enforce the forfeiture clause.
Nevertheless, generally speaking, the seller's procedures for obtaining
possession and clear title under an installment contract for the sale of real
estate in a given state are simpler and less time-consuming and costly than are
the procedures for foreclosing and obtaining clear title to a mortgaged
property.

LEASES AND RENTS

     A mortgage that encumbers an income-producing property often contains an
assignment of rents and leases and/or may be accompanied by a separate
assignment of rents and leases. Under an assignment of rents and leases, the
borrower assigns to the lender the borrower's right, title and interest as
landlord under each lease and the income derived from each lease. However, the
borrower retains a revocable license to collect the rents, provided there is no
default and the rents are not directly paid to the lender. If the borrower
defaults, the license terminates and the lender is entitled to collect the
rents. Local law may require that the lender take possession of the property
and/or obtain a court-appointed receiver before becoming entitled to collect the
rents.

     In most states, hotel and motel room rates are considered accounts
receivable under the UCC. Room rates are generally pledged by the borrower as
additional security for the loan when a mortgage loan is secured by a hotel or
motel. In general, the lender must file financing statements in order to perfect
its security interest in the room rates and must file continuation statements,
generally every five years, to maintain that perfection. Mortgage loans secured
by hotels or motels may be included in one of our trusts even if the security
interest in the room rates was not perfected or the requisite UCC filings were
allowed to lapse. A lender will generally be required to commence a foreclosure
action or otherwise take possession of the property in order to enforce its
rights to collect the room rates following a default, even if the lender's
security interest in room rates is perfected under applicable nonbankruptcy law.

     In the bankruptcy setting, the lender will be stayed from enforcing its
rights to collect hotel and motel room rates. However, the room rates will
constitute cash collateral and cannot be used by the bankrupt borrower--

     o    without a hearing or the lender's consent, or

     o    unless the lender's interest in the room rates is given adequate
          protection.

For purposes of the foregoing, the adequate protection may include a cash
payment for otherwise encumbered funds or a replacement lien on unencumbered
property, in either case equal in value to the amount of room rates that the
bankrupt borrower proposes to use. See "--Bankruptcy Laws" below.

PERSONALTY

     Some types of income-producing real properties, such as hotels, motels and
nursing homes, may include personal property, which may, to the extent it is
owned by the borrower and not previously pledged, constitute a significant
portion of the property's value as security. The creation and enforcement of
liens on personal property are governed by the UCC. Accordingly, if a borrower
pledges personal property as security for a mortgage loan, the lender generally
must file UCC financing statements in order to perfect its security interest in
the personal property and must file continuation statements, generally every
five years, to maintain that perfection. Mortgage loans secured in part by
personal property may be included in one of our trusts even if the security
interest in the personal property was not perfected or the requisite UCC filings
were allowed to lapse.


                                      -96-



FORECLOSURE

     General. Foreclosure is a legal procedure that allows the lender to recover
its mortgage debt by enforcing its rights and available legal remedies under the
mortgage. If the borrower defaults in payment or performance of its obligations
under the note or mortgage, the lender has the right to institute foreclosure
proceedings to sell the real property security at public auction to satisfy the
indebtedness.

     Foreclosure Procedures Vary From State to State. The two primary methods of
foreclosing a mortgage are--

     o    judicial foreclosure, involving court proceedings, and

     o    nonjudicial foreclosure under a power of sale granted in the mortgage
          instrument.

     Other foreclosure procedures are available in some states, but they are
either infrequently used or available only in limited circumstances.

     A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed. A foreclosure
action sometimes requires several years to complete.

     Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, a lender
initiates the action by the service of legal pleadings upon--

     o    all parties having a subordinate interest of record in the real
          property, and

     o    all parties in possession of the property, under leases or otherwise,
          whose interests are subordinate to the mortgage.

     Delays in completion of the foreclosure may occasionally result from
difficulties in locating defendants. When the lender's right to foreclose is
contested, the legal proceedings can be time-consuming. The court generally
issues a judgment of foreclosure and appoints a referee or other officer to
conduct a public sale of the mortgaged property upon successful completion of a
judicial foreclosure proceeding. The proceeds of that public sale are used to
satisfy the judgment. The procedures that govern these public sales vary from
state to state.

     Equitable and Other Limitations on Enforceability of Particular Provisions.
United States courts have traditionally imposed general equitable principles to
limit the remedies available to lenders in foreclosure actions. These principles
are generally designed to relieve borrowers from the effects of mortgage
defaults perceived as harsh or unfair. Relying on these principles, a court may:

     o    alter the specific terms of a loan to the extent it considers
          necessary to prevent or remedy an injustice, undue oppression or
          overreaching;

     o    require the lender to undertake affirmative actions to determine the
          cause of the borrower's default and the likelihood that the borrower
          will be able to reinstate the loan;

     o    require the lender to reinstate a loan or recast a payment schedule in
          order to accommodate a borrower that is suffering from a temporary
          financial disability; or

     o    limit the right of the lender to foreclose in the case of a
          nonmonetary default, such as--

          1.   a failure to adequately maintain the mortgaged property, or


                                      -97-



          2.   an impermissible further encumbrance of the mortgaged property.

     Some courts have addressed the issue of whether federal or state
constitutional provisions reflecting due process concerns for adequate notice
require that a borrower receive notice in addition to statutorily-prescribed
minimum notice. For the most part, these cases have--

     o    upheld the reasonableness of the notice provisions, or

     o    found that a public sale under a mortgage providing for a power of
          sale does not involve sufficient state action to trigger
          constitutional protections.

     In addition, some states may have statutory protection such as the right of
the borrower to reinstate its mortgage loan after commencement of foreclosure
proceedings but prior to a foreclosure sale.

     Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a nonjudicial trustee's sale under a power of sale typically
granted in the deed of trust. A power of sale may also be contained in any other
type of mortgage instrument if applicable law so permits. A power of sale under
a deed of trust allows a nonjudicial public sale to be conducted generally
following--

     o    a request from the beneficiary/lender to the trustee to sell the
          property upon default by the borrower, and

     o    notice of sale is given in accordance with the terms of the deed of
          trust and applicable state law.

     In some states, prior to a nonjudicial public sale, the trustee under the
deed of trust must--

     o    record a notice of default and notice of sale, and

     o    send a copy of those notices to the borrower and to any other party
          who has recorded a request for a copy of them.

         In addition, in some states, the trustee must provide notice to any
other party having an interest of record in the real property, including junior
lienholders. A notice of sale must be posted in a public place and, in most
states, published for a specified period of time in one or more newspapers. Some
states require a reinstatement period during which the borrower or junior
lienholder may have the right to cure the default by paying the entire actual
amount in arrears, without regard to the acceleration of the indebtedness, plus
the lender's expenses incurred in enforcing the obligation. In other states, the
borrower or the junior lienholder has only the right to pay off the entire debt
to prevent the foreclosure sale. Generally, state law governs the procedure for
public sale, the parties entitled to notice, the method of giving notice and the
applicable time periods.

     Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of--

     o    the difficulty in determining the exact status of title to the
          property due to, among other things, redemption rights that may exist,
          and

     o    the possibility that physical deterioration of the property may have
          occurred during the foreclosure proceedings.


                                      -98-



     As a result of the foregoing, it is common for the lender to purchase the
mortgaged property and become its owner, subject to the borrower's right in some
states to remain in possession during a redemption period. In that case, the
lender will have both the benefits and burdens of ownership, including the
obligation to pay debt service on any senior mortgages, to pay taxes, to obtain
casualty insurance and to make repairs necessary to render the property suitable
for sale. The costs of operating and maintaining a commercial or multifamily
residential property may be significant and may be greater than the income
derived from that property. The lender also will commonly obtain the services of
a real estate broker and pay the broker's commission in connection with the sale
or lease of the property. Whether, the ultimate proceeds of the sale of the
property equal the lender's investment in the property depends upon market
conditions. Moreover, because of the expenses associated with acquiring, owning
and selling a mortgaged property, a lender could realize an overall loss on the
related mortgage loan even if the mortgaged property is sold at foreclosure, or
resold after it is acquired through foreclosure, for an amount equal to the full
outstanding principal amount of the loan plus accrued interest.

     The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens. In addition, it
may be obliged to keep senior mortgage loans current in order to avoid
foreclosure of its interest in the property. Furthermore, if the foreclosure of
a junior mortgage triggers the enforcement of a due-on-sale clause contained in
a senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness or face foreclosure.

     Rights of Redemption. The purposes of a foreclosure action are--

     o    to enable the lender to realize upon its security, and

     o    to bar the borrower, and all persons who have interests in the
          property that are subordinate to that of the foreclosing lender, from
          exercising their equity of redemption.

     The doctrine of equity of redemption provides that, until the property
encumbered by a mortgage has been sold in accordance with a properly conducted
foreclosure and foreclosure sale, those having interests that are subordinate to
that of the foreclosing lender have an equity of redemption and may redeem the
property by paying the entire debt with interest. Those having an equity of
redemption must generally be made parties to the foreclosure proceeding in order
for their equity of redemption to be terminated.

     The equity of redemption is a common-law, nonstatutory right which should
be distinguished from post-sale statutory rights of redemption. In some states,
the borrower and foreclosed junior lienors are given a statutory period in which
to redeem the property after sale under a deed of trust or foreclosure of a
mortgage. In some states, statutory redemption may occur only upon payment of
the foreclosure sale price. In other states, redemption may be permitted if the
former borrower pays only a portion of the sums due. A statutory right of
redemption will diminish the ability of the lender to sell the foreclosed
property because the exercise of a right of redemption would defeat the title of
any purchaser through a foreclosure. Consequently, the practical effect of the
redemption right is to force the lender to maintain the property and pay the
expenses of ownership until the redemption period has expired. In some states, a
post-sale statutory right of redemption may exist following a judicial
foreclosure, but not following a trustee's sale under a deed of trust.

     One Action and Security First Rules. Some states (including California)
have laws that prohibit more than one "judicial action" to enforce a mortgage
obligation secured by a mortgage on real property or an interest therein, and
some courts have construed the term "judicial action" broadly. In addition, some
states (including California) require that the lender proceed first against any
real property security for such mortgage obligation before proceeding directly
upon the secured obligation itself. In the case where either a
cross-collateralized, cross-defaulted or a multi-property mortgage loan is
secured by real properties located in multiple states, the special servicer may
be required to foreclose first on properties located in states where such "one
action" and/or "security first" rules apply (and where non-judicial foreclosure
is permitted) before foreclosing on properties



                                      -99-


located in the states where judicial foreclosure is the only permitted method of
foreclosure. Otherwise, a second action in a state with "one action" rules might
be precluded because of a prior first action, even if such first action occurred
in a state without "one action" rules. Moreover, while the consequences of
breaching these rules will vary from jurisdiction to jurisdiction, as a general
matter, a lender who proceeds in violation of these rules may run the risk of
forfeiting collateral and/or even the right to enforce the underlying
obligation. In addition, under certain circumstances, a lender with respect to a
real property located in a "one action" or "security first" jurisdiction may be
precluded from obtaining a deficiency judgment against the borrower following
foreclosure or sale under a deed of trust (unless there has been a judicial
foreclosure). Finally, in some jurisdictions, the benefits of such laws may be
available not just to the underlying obligor, but also to any guarantor of the
underlying obligation, thereby limiting the ability of the lender to recover
against a guarantor without first complying with the applicable anti-deficiency
statutes.

     Anti-Deficiency Legislation. Some or all of the mortgage loans underlying a
series of offered certificates may be nonrecourse loans. Recourse in the case of
a default on a non-recourse mortgage loan will be limited to the mortgaged
property and any other assets that were pledged to secure the mortgage loan.
However, even if a mortgage loan by its terms provides for recourse to the
borrower's other assets, a lender's ability to realize upon those assets may be
limited by state law. For example, in some states, a lender cannot obtain a
deficiency judgment against the borrower following foreclosure or sale under a
deed of trust. A deficiency judgment is a personal judgment against the former
borrower equal to the difference between the net amount realized upon the public
sale of the real property and the amount due to the lender. Other statutes may
require the lender to exhaust the security afforded under a mortgage before
bringing a personal action against the borrower. In other states, the lender has
the option of bringing a personal action against the borrower on the debt
without first exhausting the security, but in doing so, the lender may be deemed
to have elected a remedy and thus may be precluded from foreclosing upon the
security. Consequently, lenders will usually proceed first against the security
in states where an election of remedy provision exists. Finally, other statutory
provisions limit any deficiency judgment to the excess of the outstanding debt
over the fair market value of the property at the time of the sale. These other
statutory provisions are intended to protect borrowers from exposure to large
deficiency judgments that might result from bidding at below-market values at
the foreclosure sale.

     Leasehold Considerations. Some or all of the mortgage loans underlying a
series of offered certificates may be secured by a mortgage on the borrower's
leasehold interest under a ground lease. Leasehold mortgage loans are subject to
some risks not associated with mortgage loans secured by a lien on the fee
estate of the borrower. The most significant of these risks is that if the
borrower's leasehold were to be terminated upon a lease default, the leasehold
mortgagee would lose its security. This risk may be lessened if the ground
lease:

     o    requires the lessor to give the leasehold mortgagee notices of lessee
          defaults and an opportunity to cure them,

     o    permits the leasehold estate to be assigned to and by the leasehold
          mortgagee or the purchaser at a o foreclosure sale, and

     o    contains other protective provisions typically required by prudent
          lenders to be included in a ground lease.

     Some mortgage loans underlying a series of offered certificates, however,
may be secured by ground leases which do not contain these provisions.

     Cooperative Shares. Some or all of the mortgage loans underlying a series
of offered certificates may be secured by a security interest on the borrower's
ownership interest in shares, and the proprietary leases belonging to those
shares, allocable to cooperative dwelling units that may be vacant or occupied
by nonowner tenants. Loans secured in this manner are subject to some risks not
associated with mortgage loans secured by a lien on


                                     -100-


the fee estate of a borrower in real property. Loans secured in this manner
typically are subordinate to the mortgage, if any, on the cooperative's
building. That mortgage, if foreclosed, could extinguish the equity in the
building and the proprietary leases of the dwelling units derived from ownership
of the shares of the cooperative. Further, transfer of shares in a cooperative
is subject to various regulations as well as to restrictions under the governing
documents of the cooperative. The shares may be canceled in the event that
associated maintenance charges due under the related proprietary leases are not
paid. Typically, a recognition agreement between the lender and the cooperative
provides, among other things, that the lender may cure a default under a
proprietary lease.

     Under the laws applicable in many states, "foreclosure" on cooperative
shares is accomplished by a sale in accordance with the provisions of Article 9
of the UCC and the security agreement relating to the shares. Article 9 of the
UCC requires that a sale be conducted in a commercially reasonable manner, which
may be dependent upon, among other things, the notice given the debtor and the
method, manner, time, place and terms of the sale. Article 9 of the UCC provides
that the proceeds of the sale will be applied first to pay the costs and
expenses of the sale and then to satisfy the indebtedness secured by the
lender's security interest. A recognition agreement, however, generally provides
that the lender's right to reimbursement is subject to the right of the
cooperative corporation to receive sums due under the proprietary leases.

BANKRUPTCY LAWS

     Operation of the U.S. Bankruptcy Code and related state laws may interfere
with or affect the ability of a lender to realize upon collateral or to enforce
a deficiency judgment. For example, under the U.S. Bankruptcy Code, virtually
all actions, including foreclosure actions and deficiency judgment proceedings,
to collect a debt are automatically stayed upon the filing of the bankruptcy
petition. Often, no interest or principal payments are made during the course of
the bankruptcy case. The delay caused by an automatic stay and its consequences
can be significant. Also, under the U.S. Bankruptcy Code, the filing of a
petition in bankruptcy by or on behalf of a junior lienor may stay the senior
lender from taking action to foreclose out the junior lien.

     Under the U.S. Bankruptcy Code, the amount and terms of a mortgage loan
secured by a lien on property of the debtor may be modified provided that
substantive and procedural safeguards protective of the lender are met. A
bankruptcy court may, among other things--

     o    reduce the secured portion of the outstanding amount of the loan to
          the then-current value of the property, thereby leaving the lender a
          general unsecured creditor for the difference between the then-current
          value of the property and the outstanding balance of the loan;

     o    reduce the amount of each scheduled payment, by means of a reduction
          in the rate of interest and/or an alteration of the repayment
          schedule, with or without affecting the unpaid principal balance of
          the loan;

     o    extend or shorten the term to maturity of the loan;

     o    permit the bankrupt borrower to cure of the subject loan default by
          paying the arrearage over a number of years; or

     o    permit the bankrupt borrower, through its rehabilitative plan, to
          reinstate the loan payment schedule even if the lender has obtained a
          final judgment of foreclosure prior to the filing of the debtor's
          petition.

     Federal bankruptcy law may also interfere with or affect the ability of a
secured lender to enforce the borrower's assignment of rents and leases related
to the mortgaged property. A lender may be stayed from


                                     -101-


enforcing the assignment under the U.S. Bankruptcy Code. In addition, the legal
proceedings necessary to resolve the issue could be time-consuming, and result
in delays in the lender's receipt of the rents. However, recent amendments to
the U.S. Bankruptcy Code may minimize the impairment of the lender's ability to
enforce the borrower's assignment of rents and leases. In addition to the
inclusion of hotel revenues within the definition of cash collateral as noted
above, the amendments provide that a pre-petition security interest in rents or
hotel revenues is designed to overcome those cases holding that a security
interest in rents is unperfected under the laws of some states until the lender
has taken some further action, such as commencing foreclosure or obtaining a
receiver prior to activation of the assignment of rents.

     A borrower's ability to make payment on a mortgage loan may be impaired by
the commencement of a bankruptcy case relating to the tenant under a lease of
the related property. Under the U.S. Bankruptcy Code, the filing of a petition
in bankruptcy by or on behalf of a tenant results in a stay in bankruptcy
against the commencement or continuation of any state court proceeding for--

     o    past due rent,

     o    accelerated rent,

     o    damages, or

     o    a summary eviction order with respect to a default under the lease
          that occurred prior to the filing of the tenant's bankruptcy petition.

     In addition, the U.S. Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court:

     o    assume the lease and either retain it or assign it to a third party,
          or

     o    reject the lease.

     If the lease is assumed, the trustee, debtor-in-possession or assignee, if
applicable, must cure any defaults under the lease, compensate the lessor for
its losses and provide the lessor with adequate assurance of future performance.
These remedies may be insufficient, and any assurances provided to the lessor
may be inadequate. If the lease is rejected, the lessor will be treated, except
potentially to the extent of any security deposit, as an unsecured creditor with
respect to its claim for damages for termination of the lease. The U.S.
Bankruptcy Code also limits a lessor's damages for lease rejection to:

     o    the rent reserved by the lease without regard to acceleration for the
          greater of one year, or 15%, not to exceed three years, of the
          remaining term of the lease, plus

     o    unpaid rent to the earlier of the surrender of the property or the
          lessee's bankruptcy filing.

ENVIRONMENTAL CONSIDERATIONS

     General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties that
are or have been used for industrial, manufacturing, military or disposal
activity. Those environmental risks include the possible diminution of the value
of a contaminated property or, as discussed below, potential liability for
clean-up costs or other remedial actions that could exceed the value of the
property or the amount of the lender's loan. In some circumstances, a lender may
decide to abandon a contaminated real property as collateral for its loan rather
than foreclose and risk liability for clean-up costs.


                                     -102-



     Superlien Laws. Under the laws of many states, contamination on a property
may give rise to a lien on the property for clean-up costs. In several states,
that lien has priority over all existing liens, including those of existing
mortgages. In these states, the lien of a mortgage may lose its priority to that
superlien.

     CERCLA. The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, imposes strict liability on present and past
"owners" and "operators" of contaminated real property for the costs of
clean-up. A secured lender may be liable as an "owner" or "operator" of a
contaminated mortgaged property if agents or employees of the lender have
participated in the management of the property or the operations of the
borrower. Liability may exist even if the lender did not cause or contribute to
the contamination and regardless of whether the lender has actually taken
possession of the contaminated mortgaged property through foreclosure, deed in
lieu of foreclosure or otherwise. Moreover, liability is not limited to the
original or unamortized principal balance of a loan or to the value of the
property securing a loan. Excluded from CERCLA's definition of "owner" or
"operator", however, is a person who, without participating in the management of
the facility, holds indicia of ownership primarily to protect his security
interest. This is the so called "secured creditor exemption".

     The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996
amended, among other things, the provisions of CERCLA with respect to lender
liability and the secured creditor exemption. The Lender Liability Act offers
substantial protection to lenders by defining the activities in which a lender
can engage and still have the benefit of the secured creditor exemption. In
order for a lender to be deemed to have participated in the management of a
mortgaged property, the lender must actually participate in the operational
affairs of the property of the borrower. The Lender Liability Act provides that
"merely having the capacity to influence, or unexercised right to control"
operations does not constitute participation in management. A lender will lose
the protection of the secured creditor exemption only if--

     o    it exercises decision-making control over a borrower's environmental
          compliance and hazardous substance handling and disposal practices, or

     o    assumes day-to-day management of operational functions of a mortgaged
          property.

     The Lender Liability Act also provides that a lender will continue to have
the benefit of the secured creditor exemption even if it forecloses on a
mortgaged property, purchases it at a foreclosure sale or accepts a deed-in-lieu
of foreclosure, provided that the lender seeks to sell that property at the
earliest practicable commercially reasonable time on commercially reasonable
terms.

     Other Federal and State Laws. Many states have statutes similar to CERCLA,
and not all those statutes provide for a secured creditor exemption. In
addition, under federal law, there is potential liability relating to hazardous
wastes and underground storage tanks under the federal Resource Conservation and
Recovery Act.

     Some federal, state and local laws, regulations and ordinances govern the
management, removal, encapsulation or disturbance of asbestos-containing
materials. These laws, as well as common law standards, may--

     o    impose liability for releases of or exposure to asbestos-containing
          materials, and

     o    provide for third parties to seek recovery from owners or operators of
          real properties for personal injuries associated with those releases.

     Federal legislation requires owners of residential housing constructed
prior to 1978 to disclose to potential residents or purchasers any known
lead-based paint hazards and will impose treble damages for any failure to
disclose. In addition, the ingestion of lead-based paint chips or dust particles
by children can result in



                                     -103-


lead poisoning. If lead-based paint hazards exist at a property, then the owner
of that property may be held liable for injuries and for the costs of removal or
encapsulation of the lead-based paint.

     In a few states, transfers of some types of properties are conditioned upon
cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of foreclosure
or otherwise, may be required to clean up the contamination before selling or
otherwise transferring the property.

     Beyond statute-based environmental liability, there exist common law causes
of action related to hazardous environmental conditions on a property, such as
actions based on nuisance or on toxic tort resulting in death, personal injury
or damage to property. While it may be more difficult to hold a lender liable
under common law causes of action, unanticipated or uninsured liabilities of the
borrower may jeopardize the borrower's ability to meet its loan obligations.

     Federal, state and local environmental regulatory requirements change
often. It is possible that compliance with a new regulatory requirement could
impose significant compliance costs on a borrower. These costs may jeopardize
the borrower's ability to meet its loan obligations.

     Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard. However, that individual or entity may be without
substantial assets. Accordingly, it is possible that the costs could become a
liability of the related trust and occasion a loss to the related
certificateholders.

     If the operations on a foreclosed property are subject to environmental
laws and regulations, the lender will be required to operate the property in
accordance with those laws and regulations. This compliance may entail
substantial expense, especially in the case of industrial or manufacturing
properties.

     In addition, a lender may be obligated to disclose environmental conditions
on a property to government entities and/or to prospective buyers, including
prospective buyers at a foreclosure sale or following foreclosure. This
disclosure may decrease the amount that prospective buyers are willing to pay
for the affected property, sometimes substantially.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Some or all of the mortgage loans underlying a series of offered
certificates may contain due-on-sale and due-on-encumbrance clauses that purport
to permit the lender to accelerate the maturity of the loan if the borrower
transfers or encumbers the mortgaged property. In recent years, court decisions
and legislative actions placed substantial restrictions on the right of lenders
to enforce these clauses in many states. However, the Garn-St Germain Depository
Institutions Act of 1982 generally preempts state laws that prohibit the
enforcement of due-on-sale clauses and permits lenders to enforce these clauses
in accordance with their terms, subject to the limitations prescribed in that
act and the regulations promulgated under that act.

JUNIOR LIENS; RIGHTS OF HOLDERS OF SENIOR LIENS

     Any of our trusts may include mortgage loans secured by junior liens, while
the loans secured by the related senior liens may not be included in that trust.
The primary risk to holders of mortgage loans secured by junior liens is the
possibility that adequate funds will not be received in connection with a
foreclosure of the related senior liens to satisfy fully both the senior loans
and the junior loan.


                                      -104-



     In the event that a holder of a senior lien forecloses on a mortgaged
property, the proceeds of the foreclosure or similar sale will be applied as
follows:

     o    first, to the payment of court costs and fees in connection with the
          foreclosure;

     o    second, to real estate taxes;

     o    third, in satisfaction of all principal, interest, prepayment or
          acceleration penalties, if any, and any other sums due and owing to
          the holder of the senior liens; and

     o    last, in satisfaction of all principal, interest, prepayment and
          acceleration penalties, if any, and any other sums due and owing to
          the holder of the junior mortgage loan.

SUBORDINATE FINANCING

     Some mortgage loans underlying a series of offered certificates may not
restrict the ability of the borrower to use the mortgaged property as security
for one or more additional loans, or the restrictions may be unenforceable.
Where a borrower encumbers a mortgaged property with one or more junior liens,
the senior lender is subjected to the following additional risks:

     o    the borrower may have difficulty servicing and repaying multiple
          loans;

     o    if the subordinate financing permits recourse to the borrower, as is
          frequently the case, and the senior loan does not, a borrower may have
          more incentive to repay sums due on the subordinate loan;

     o    acts of the senior lender that prejudice the junior lender or impair
          the junior lender's security, such as the senior lender's agreeing to
          an increase in the principal amount of or the interest rate payable on
          the senior loan, may create a superior equity in favor of the junior
          lender;

     o    if the borrower defaults on the senior loan and/or any junior loan or
          loans, the existence of junior loans and actions taken by junior
          lenders can impair the security available to the senior lender and can
          interfere with or delay the taking of action by the senior lender; and

     o    the bankruptcy of a junior lender may operate to stay foreclosure or
          similar proceedings by the senior lender.

DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS

     Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made. They
may also contain provisions that prohibit prepayments for a specified period
and/or condition prepayments upon the borrower's payment of prepayment premium,
fee or charge. In some states, there are or may be specific limitations upon the
late charges that a lender may collect from a borrower for delinquent payments.
Some states also limit the amounts that a lender may collect from a borrower as
an additional charge if the loan is prepaid. In addition, the enforceability of
provisions that provide for prepayment premiums, fees and charges upon an
involuntary prepayment is unclear under the laws of many states.


                                     -105-



APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 provides that state usury limitations shall not apply to various
types of residential, including multifamily, first mortgage loans originated by
particular lenders after March 31, 1980. Title V authorized any state to
reimpose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision that expressly rejects application of the federal law.
In addition, even where Title V is not rejected, any state is authorized by the
law to adopt a provision limiting discount points or other charges on mortgage
loans covered by Title V. Some states have taken action to reimpose interest
rate limits and/or to limit discount points or other charges.

AMERICANS WITH DISABILITIES ACT

     Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated under that act, in order to protect individuals with disabilities,
owners of public accommodations, such as hotels, restaurants, shopping centers,
hospitals, schools and social service center establishments, must remove
architectural and communication barriers which are structural in nature from
existing places of public accommodation to the extent "readily achievable". In
addition, under the ADA, alterations to a place of public accommodation or a
commercial facility are to be made so that, to the maximum extent feasible, the
altered portions are readily accessible to and usable by disabled individuals.
The "readily achievable" standard takes into account, among other factors, the
financial resources of the affected property owner, landlord or other applicable
person. In addition to imposing a possible financial burden on the borrower in
its capacity as owner or landlord, the ADA may also impose requirements on a
foreclosing lender who succeeds to the interest of the borrower as owner or
landlord. Furthermore, because the "readily achievable" standard may vary
depending on the financial condition of the owner or landlord, a foreclosing
lender that is financially more capable than the borrower of complying with the
requirements of the ADA may be subject to more stringent requirements than those
to which the borrower is subject.

SERVICEMEMBERS CIVIL RELIEF ACT

     Under the terms of the Servicemembers Civil Relief Act, as amended, a
borrower who enters military service after the origination of the borrower's
mortgage loan, including a borrower who was in reserve status and is called to
active duty after origination of the mortgage loan, may not be charged interest,
including fees and charges, above an annual rate of 6% during the period of the
borrower's active duty status, unless a court orders otherwise upon application
of the lender. The Relief Act applies to individuals who are members of the
Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and
officers of the U.S. Public Health Service assigned to duty with the military.
Because the Relief Act applies to individuals who enter military service,
including reservists who are called to active duty, after origination of the
related mortgage loan, no information can be provided as to the number of loans
with individuals as borrowers that may be affected by the Relief Act.

     Application of the Relief Act would adversely affect, for an indeterminate
period of time, the ability of a master servicer or special servicer to collect
full amounts of interest on an affected mortgage loan. Any shortfalls in
interest collections resulting from the application of the Relief Act would
result in a reduction of the amounts payable to the holders of certificates of
the related series, and would not be covered by advances or, unless otherwise
specified in the related prospectus supplement, any form of credit support
provided in connection with the certificates. In addition, the Relief Act
imposes limitations that would impair the ability of a master servicer or
special servicer to foreclose on an affected mortgage loan during the borrower's
period of active duty status and, under some circumstances, during an additional
three month period after the active duty status ceases.


                                     -106-



FORFEITURES IN DRUG, RICO AND MONEY LAUNDERING PROCEEDINGS

     Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses can be seized by and ordered forfeited to the United States
of America. The offenses which can trigger such a seizure and forfeiture
include, among others, violations of the Racketeer Influenced and Corrupt
Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and
regulations, including the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act (commonly
referred to as the Patriot Act) and the regulations issued pursuant to that Act,
as well as the narcotic drug laws. Under procedures contained in the
Comprehensive Crime Control Act of 1984, the government may seize the property
even before conviction. The government must publish notice of the forfeiture
proceeding and may give notice to all parties "known to have an alleged interest
in the property," including the holders of mortgage loans.

     A lender may avoid forfeiture of its interest in the property if it
establishes that--

     o    its mortgage was executed and recorded before commission of the
          illegal conduct from which the assets used to purchase or improve the
          property were derived or before any other crime upon which the
          forfeiture is based, or

     o    the lender was, at the time of execution of the mortgage, "reasonably
          without cause to believe" that the property was subject to forfeiture.

     However, there is no assurance that such defense will be successful.


                         FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     This is a general discussion of the material federal income tax
consequences of owning the offered certificates. This discussion is directed to
certificateholders that hold the offered certificates as capital assets within
the meaning of Section 1221 of the Internal Revenue Code. This section does not
discuss all federal income tax consequences that may be relevant to owners of
offered certificates, particularly as to investors subject to special treatment
under the Internal Revenue Code, including:

     o    banks,

     o    insurance companies,

     o    foreign investors,

     o    tax exempt investors,

     o    holders whose "functional currency" is not the United States dollar,

     o    United States expatriates, and

     o    holders holding the offered certificates as part of a hedge, straddle
          or conversion transaction.

     Further, this discussion does not address investors who treat items of
income, expense, gain or loss with respect to the offered certificates
differently for book and tax purposes.


                                     -107-



     This discussion and any legal opinions referred to in this discussion are
based on authorities that can change, or be differently interpreted, with
possible retroactive effect. No rulings have been or will be sought from the IRS
with respect to any of the federal income tax consequences discussed below.
Accordingly, the IRS may take contrary positions.

     Investors and preparers of tax returns should be aware that under
applicable Treasury regulations a provider of advice on specific issues of law
is not considered an income tax return preparer unless the advice is--

     o    given with respect to events that have occurred at the time the advice
          is rendered, and

     o    is directly relevant to the determination of an entry on a tax return.

     Accordingly, even if this discussion addresses an issue regarding the tax
treatment of the owner of the offered certificates, investors should consult
their own tax advisors regarding that issue. Investors should do so not only as
to federal taxes, but also as to state and local taxes. See "STATE AND OTHER TAX
CONSEQUENCES."

     The following discussion addresses securities of two general types:

     o    REMIC certificates, representing interests in a trust, or a portion of
          the assets of that trust, as to which a specified person or entity
          will make a real estate mortgage investment conduit, or REMIC,
          election under Sections 860A through 860G of the Internal Revenue
          Code; and

     o    grantor trust certificates, representing interests in a trust, or a
          portion of the assets of that trust, as to which no REMIC election
          will be made.

     We will indicate in the prospectus supplement for each series of offered
certificates whether the related trustee, another party to the related Governing
Document or an agent appointed by that trustee or other party will make a REMIC
election and/or act as tax administrator for the related trust. If the related
tax administrator is required to make a REMIC election, we also will identify in
the related prospectus supplement all regular interests and residual interests
in the resulting REMIC.

     The following discussion is limited to certificates offered under this
prospectus. In addition, this discussion applies only to the extent that the
related trust holds only mortgage loans. If a trust holds assets other than
mortgage loans, such as mortgage-backed securities, we will disclose in the
related prospectus supplement the tax consequences associated with those other
assets being included. In addition, if agreements other than guaranteed
investment contracts are included in a trust to provide interest rate protection
for the related offered certificates, the anticipated material tax consequences
associated with those agreements also will be discussed in the related
prospectus supplement. See "DESCRIPTION OF THE TRUST ASSETS--Arrangements
Providing Reinvestment, Interest Rate and Currency Related Protection."

     The following discussion is based in part on the rules governing original
issue discount in Sections 1271-1273 and 1275 of the Internal Revenue Code and
in the Treasury regulations issued under those sections. It is also based in
part on the rules governing REMICs in Sections 860A-860G of the Internal Revenue
Code and in the Treasury regulations issued or proposed under those sections.
The regulations relating to original issue discount do not adequately address
all issues relevant to, and in some instances provide that they are not
applicable to, securities such as the offered certificates.


                                     -108-



REMICS

     General. With respect to each series of offered certificates as to which
the related tax administrator will make a REMIC election, our counsel will
deliver its opinion generally to the effect that, assuming compliance with all
provisions of the related Governing Document, and subject to any other
assumptions set forth in the opinion:

     o    the related trust, or the relevant designated portion of the trust,
          will qualify as a REMIC, and

     o    those offered certificates will represent--

          1.   regular interests in the REMIC, or

          2.   residual interests in the REMIC.

     Any and all offered certificates representing interests in a REMIC will be
either--

     o    REMIC regular certificates, representing regular interests in the
          REMIC, or

     o    REMIC residual certificates, representing residual interests in the
          REMIC.

     If an entity electing to be treated as a REMIC fails to comply with the
ongoing requirements of the Internal Revenue Code for REMIC status, it may lose
its REMIC status. If so, the entity may become taxable as a corporation.
Therefore, the related certificates may not be given the tax treatment
summarized below. Although the Internal Revenue Code authorizes the Treasury
Department to issue regulations providing relief in the event of an inadvertent
termination of REMIC status, the Treasury Department has not done so. Any relief
mentioned above, moreover, may be accompanied by sanctions. These sanctions
could include the imposition of a corporate tax on all or a portion of a trust's
income for the period in which the requirements for REMIC status are not
satisfied. The Governing Document with respect to each REMIC will include
provisions designed to maintain its status as a REMIC under the Internal Revenue
Code.

     Characterization of Investments in REMIC Certificates. Unless we state
otherwise in the related prospectus supplement, the offered certificates that
are REMIC certificates will be treated as--

     o    "real estate assets" within the meaning of Section 856(c)(5)(B) of the
          Internal Revenue Code in the hands of a real estate investment trust,
          and

     o    "loans secured by an interest in real property" or other assets
          described in Section 7701(a)(19)(C) of the Internal Revenue Code in
          the hands of a thrift institution,

in the same proportion that the assets of the related REMIC are so treated.

     However, to the extent that the REMIC assets constitute mortgage loans on
property not used for residential or other prescribed purposes, the related
offered certificates will not be treated as assets qualifying under Section
7701(a)(19)(C). If 95% or more of the assets of the REMIC qualify for any of the
foregoing characterizations at all times during a calendar year, the related
offered certificates will qualify for the corresponding status in their entirety
for that calendar year.


                                     -109-



     In addition, unless we state otherwise in the related prospectus
supplement, offered certificates that are REMIC regular certificates will be
"qualified mortgages" within the meaning of Section 860G(a)(3) of the Internal
Revenue Code in the hands of another REMIC.

     Finally, interest, including original issue discount, on offered
certificates that are REMIC regular certificates, and income allocated to
offered certificates that are REMIC residual certificates, will be interest
described in Section 856(c)(3)(B) of the Internal Revenue Code if received by a
real estate investment trust, to the extent that these certificates are treated
as "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Internal Revenue Code.

     The related tax administrator will determine the percentage of the REMIC's
assets that constitute assets described in the above-referenced sections of the
Internal Revenue Code with respect to each calendar quarter based on the average
adjusted basis of each category of the assets held by the REMIC during that
calendar quarter. The related tax administrator will report those determinations
to certificateholders in the manner and at the times required by applicable
Treasury regulations.

     The assets of the REMIC will include, in addition to mortgage loans--

     o    collections on mortgage loans held pending payment on the related
          offered certificates, and

     o    any property acquired by foreclosure held pending sale, and may
          include amounts in reserve accounts.

     It is unclear whether property acquired by foreclosure held pending sale,
and amounts in reserve accounts, would be considered to be part of the mortgage
loans, or whether these assets otherwise would receive the same treatment as the
mortgage loans for purposes of the above-referenced sections of the Internal
Revenue Code. In addition, in some instances, the mortgage loans may not be
treated entirely as assets described in those sections of the Internal Revenue
Code. If so, we will describe in the related prospectus supplement those
mortgage loans that are characterized differently. The Treasury regulations do
provide, however, that cash received from collections on mortgage loans held
pending payment is considered part of the mortgage loans for purposes of Section
856(c)(5)(B) of the Internal Revenue Code, relating to real estate investment
trusts.

     To the extent a REMIC certificate represents ownership of an interest in a
mortgage loan that is secured in part by the related borrower's interest in a
bank account, that mortgage loan is not secured solely by real estate.
Accordingly:

     o    a portion of that certificate may not represent ownership of "loans
          secured by an interest in real property" or other assets described in
          Section 7701(a)(19)(C) of the Internal Revenue Code;

     o    a portion of that certificate may not represent ownership of "real
          estate assets" under Section 856(c)(5)(B) of the Internal Revenue
          Code; and

     o    the interest on that certificate may not constitute "interest on
          obligations secured by mortgages on real property" within the meaning
          of Section 856(c)(3)(B) of the Internal Revenue Code.


                                     -110-



     Tiered REMIC Structures. For certain series of REMIC certificates, the
related tax administrator may make two or more REMIC elections as to the related
trust for federal income tax purposes. As to each of these series of REMIC
certificates, our counsel will opine that each portion of the related trust as
to which a REMIC election is to be made will qualify as a REMIC. Each of these
series will be treated as interests in one REMIC solely for purposes of
determining:

     o    whether the related REMIC certificates will be "real estate assets"
          within the meaning of Section 856(c)(5)(B) of the Internal Revenue
          Code,

     o    whether the related REMIC certificates will be "loans secured by an
          interest in real property" under Section 7701(a)(19)(C) of the
          Internal Revenue Code, and

     o    whether the interest/income on the related REMIC certificates is
          interest described in Section 856(c)(3)(B) of the Internal Revenue
          Code.

     Taxation of Owners of REMIC Regular Certificates.

     General. Except as otherwise stated in this discussion, the Internal
Revenue Code treats REMIC regular certificates as debt instruments issued by the
REMIC and not as ownership interests in the REMIC or its assets. Holders of
REMIC regular certificates that otherwise report income under the cash method of
accounting must nevertheless report income with respect to REMIC regular
certificates under the accrual method.

     Original Issue Discount. Some REMIC regular certificates may be issued with
original issue discount within the meaning of Section 1273(a) of the Internal
Revenue Code. Any holders of REMIC regular certificates issued with original
issue discount generally will have to include original issue discount in income
as it accrues, in accordance with a constant yield method described below, prior
to the receipt of the cash attributable to that income. The Treasury Department
has issued regulations under Sections 1271 to 1275 of the Internal Revenue Code
generally addressing the treatment of debt instruments issued with original
issue discount. Section 1272(a)(6) of the Internal Revenue Code provides special
rules applicable to the accrual of original issue discount on, among other
things, REMIC regular certificates. The Treasury Department has not issued
regulations under that section. You should be aware, however, that Section
1272(a)(6) and the regulations under Sections 1271 to 1275 of the Internal
Revenue Code do not adequately address all issues relevant to, or are not
applicable to, prepayable securities such as the offered certificates. We
recommend that you consult with your own tax advisor concerning the tax
treatment of your offered certificates.

     The Internal Revenue Code requires, in computing the accrual of original
issue discount on REMIC regular certificates, that a reasonable assumption be
used concerning the rate at which borrowers will prepay the mortgage loans held
by the related REMIC. Further, adjustments must be made in the accrual of that
original issue discount to reflect differences between the prepayment rate
actually experienced and the assumed prepayment rate. The prepayment assumption
is to be determined in a manner prescribed in Treasury regulations that the
Treasury Department has not yet issued. The Committee Report indicates that the
regulations should provide that the prepayment assumption used with respect to a
REMIC regular certificate is determined once, at initial issuance, and must be
the same as that used in pricing. The prepayment assumption used in reporting
original issue discount for each series of REMIC regular certificates will be
consistent with this standard and will be disclosed in the related prospectus
supplement. However, neither we nor any other person will make any
representation that the mortgage loans underlying any series of REMIC regular
certificates will in fact prepay at a rate conforming to the prepayment
assumption or at any other rate or that the IRS will not challenge on audit the
prepayment assumption used.

     The original issue discount, if any, on a REMIC regular certificate will be
the excess of its stated redemption price at maturity over its issue price.


                                     -111-



     The issue price of a particular class of REMIC regular certificates will be
the first cash price at which a substantial amount of those certificates are
sold, excluding sales to bond houses, brokers and underwriters. If less than a
substantial amount of a particular class of REMIC regular certificates is sold
for cash on or prior to the related date of initial issuance of those
certificates, the issue price for that class will be the fair market value of
that class on the date of initial issuance.

     Under the Treasury regulations, the stated redemption price of a REMIC
regular certificate is equal to the total of all payments to be made on that
certificate other than qualified stated interest. Qualified stated interest is
interest that is unconditionally payable at least annually, during the entire
term of the instrument, at:

     o    a single fixed rate,

     o    a "qualified floating rate,"

     o    an "objective rate,"

     o    a combination of a single fixed rate and one or more "qualified
          floating rates,"

     o    a combination of a single fixed rate and one "qualified inverse
          floating rate," or

     o    a combination of "qualified floating rates" that does not operate in a
          manner that accelerates or defers interest payments on the REMIC
          regular certificate.

     In the case of REMIC regular certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount and the
timing of the inclusion of that discount will vary according to the
characteristics of those certificates. If the original issue discount rules
apply to those certificates, we will describe in the related prospectus
supplement the manner in which those rules will be applied with respect to those
certificates in preparing information returns to the certificateholders and the
IRS.

     Some classes of REMIC regular certificates may provide that the first
interest payment with respect to those certificates be made more than one month
after the date of initial issuance, a period that is longer than the subsequent
monthly intervals between interest payments. Assuming the accrual period for
original issue discount is the monthly period that ends on each payment date,
then, as a result of this long first accrual period, some or all interest
payments may be required to be included in the stated redemption price of the
REMIC regular certificate and accounted for as original issue discount. Because
interest on REMIC regular certificates must in any event be accounted for under
an accrual method, applying this analysis would result in only a slight
difference in the timing of the inclusion in income of the yield on the REMIC
regular certificates.

     In addition, if the accrued interest to be paid on the first payment date
is computed with respect to a period that begins prior to the date of initial
issuance, a portion of the purchase price paid for a REMIC regular certificate
will reflect that accrued interest. In those cases, information returns provided
to the certificateholders and the IRS will be based on the position that the
portion of the purchase price paid for the interest accrued prior to the date of
initial issuance is treated as part of the overall cost of the REMIC regular
certificate. Therefore, the portion of the interest paid on the first payment
date in excess of interest accrued from the date of initial issuance to the
first payment date is included in the stated redemption price of the REMIC
regular certificate. However, the Treasury regulations state that all or some
portion of this accrued interest may be treated as a separate asset, the cost of
which is recovered entirely out of interest paid on the first payment date. It
is unclear how an election to do so would be made under these regulations and
whether this election could be made unilaterally by a certificateholder.


                                     -112-



     Notwithstanding the general definition of original issue discount, original
issue discount on a REMIC regular certificate will be considered to be de
minimis if it is less than 0.25% of the stated redemption price of the
certificate multiplied by its weighted average maturity. For this purpose, the
weighted average maturity of a REMIC regular certificate is computed as the sum
of the amounts determined, as to each payment included in the stated redemption
price of the certificate, by multiplying:

     o    the number of complete years, rounding down for partial years, from
          the date of initial issuance, until that payment is expected to be
          made, presumably taking into account the prepayment assumption, by

     o    a fraction--

          1.   the numerator of which is the amount of the payment, and

          2.   the denominator of which is the stated redemption price at
               maturity of the certificate.

     Under the Treasury regulations, original issue discount of only a de
minimis amount, other than de minimis original issue discount attributable to a
so-called "teaser" interest rate or an initial interest holiday, will be
included in income as each payment of stated principal is made, based on the
product of:

     o    the total amount of the de minimis original issue discount, and

     o    a fraction--

          1.   the numerator of which is the amount of the principal payment,
               and

          2.   the denominator of which is the outstanding stated principal
               amount of the subject REMIC regular certificate.

     The Treasury regulations also would permit you to elect to accrue de
minimis original issue discount into income currently based on a constant yield
method. See "--REMICs--Taxation of Owners of REMIC Regular Certificates--Market
Discount" below for a description of that election under the applicable Treasury
regulations.

     If original issue discount on a REMIC regular certificate is in excess of a
de minimis amount, the holder of the certificate must include in ordinary gross
income the sum of the daily portions of original issue discount for each day
during its taxable year on which it held the certificate, including the purchase
date but excluding the disposition date. In the case of an original holder of a
REMIC regular certificate, the daily portions of original issue discount will be
determined as described below in this "--Original Issue Discount" subsection.

     As to each accrual period, the related tax administrator will calculate the
original issue discount that accrued during that accrual period. For these
purposes, an accrual period is, unless we otherwise state in the related
prospectus supplement, the period that begins on a date that corresponds to a
payment date, or in the case of the first accrual period, begins on the date of
initial issuance, and ends on the day preceding the next following payment date.
The portion of original issue discount that accrues in any accrual period will
equal the excess, if any, of:

     o    the sum of:

          1.   the present value, as of the end of the accrual period, of all of
               the payments remaining to be made on the subject REMIC regular
               certificate, if any, in future periods, presumably taking into
               account the prepayment assumption, and


                                     -113-



          2.   the payments made on that certificate during the accrual period
               of amounts included in the stated redemption price, over

     o    the adjusted issue price of the subject REMIC regular certificate at
          the beginning of the accrual period.

     The adjusted issue price of a REMIC regular certificate is:

     o    the issue price of the certificate, increased by

     o    the total amount of original issue discount previously accrued on the
          certificate, reduced by

     o    the amount of all prior payments of amounts included in its stated
          redemption price.

The present value of the remaining payments referred to in item 1. of the second
preceding sentence will be calculated:

     o    assuming that payments on the REMIC regular certificate will be
          received in future periods based on the related mortgage loans being
          prepaid at a rate equal to the prepayment assumption;

     o    using a discount rate equal to the original yield to maturity of the
          certificate, based on its issue price and the assumption that the
          related mortgage loans will be prepaid at a rate equal to the
          prepayment assumption; and

     o    taking into account events, including actual prepayments, that have
          occurred before the close of the accrual period.

     The original issue discount accruing during any accrual period, computed as
described above, will be allocated ratably to each day during the accrual period
to determine the daily portion of original issue discount for that day.

     A subsequent purchaser of a REMIC regular certificate that purchases the
certificate at a cost, excluding any portion of that cost attributable to
accrued qualified stated interest, that is less than its remaining stated
redemption price, will also be required to include in gross income the daily
portions of any original issue discount with respect to the certificate.
However, the daily portion will be reduced, if the cost is in excess of its
adjusted issue price, in proportion to the ratio that the excess bears to the
total original issue discount remaining to be accrued on the certificate. The
adjusted issue price of a REMIC regular certificate, as of any date of
determination, equals the sum of:

     o    the adjusted issue price or, in the case of the first accrual period,
          the issue price, of the certificate at the beginning of the accrual
          period which includes that date of determination, and

     o    the daily portions of original issue discount for all days during that
          accrual period prior to that date of determination.

     If the foregoing method for computing original issue discount results in a
negative amount of original issue discount as to any accrual period with respect
to a REMIC regular certificate held by you, the amount of original issue
discount accrued for that accrual period will be zero. You may not deduct the
negative amount currently. Instead, you will only be permitted to offset the
negative amount against future positive original issue discount, if any,
attributable to the certificate. Although not free from doubt, it is possible
that you may be permitted to recognize a loss to the extent your basis in the
certificate exceeds the maximum amount of payments



                                     -114-


that you could ever receive with respect to the certificate. However, the loss
may be a capital loss, which is limited in its deductibility. The foregoing
considerations are particularly relevant to certificates that have no, or a
disproportionately small, amount of principal because they can have negative
yields if the mortgage loans held by the related REMIC prepay more quickly than
anticipated. See "RISK FACTORS--The Investment Performance of Your Offered
Certificate Will Depend Upon Payments, Defaults and Losses on the Underlying
Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
Unpredictable."

     The Treasury regulations in some circumstances permit the holder of a debt
instrument to recognize original issue discount under a method that differs from
that used by the issuer. Accordingly, it is possible that you may be able to
select a method for recognizing original issue discount that differs from that
used by the trust in preparing reports to you and the IRS. Prospective
purchasers of the REMIC regular certificates should consult their tax advisors
concerning the tax treatment of these certificates in this regard.

     The Treasury Department proposed regulations on August 24, 2004 concerning
the accrual of interest income by the holders of REMIC regular interests. The
proposed regulations would create a special rule for accruing original issue
discount on REMIC regular certificates that provide for a delay between record
and payment dates, such that the period over which original issue discount
accrues coincides with the period over which the certificate holder's right to
interest payment accrues under the governing contract provisions rather than
over the period between distribution dates. If the proposed regulations are
adopted in the same form as proposed, certificate holders would be required to
accrue interest from the issue date to the first record date, but would not be
required to accrue interest after the last record date. The proposed regulations
are limited to REMIC regular certificates with delayed payment periods of fewer
than 32 days. The proposed regulations are proposed to apply to any REMIC
regular certificate issued after the date the final regulations are published in
the Federal Register. The proposed regulations provide automatic consent for the
holder of a REMIC regular certificate to change its method of accounting for
original issue discount under the final regulations. The change is proposed to
be made on a cut-off basis and, thus, does not affect REMIC regular interests
certificates before the date the final regulations are published in the Federal
Register.

     The Treasury Department issued a notice of proposed rulemaking on the
timing of income and deductions attributable to interest-only regular interests
in a REMIC on August 24, 2004. In this notice, the Treasury Department and the
IRS requested comments on whether to adopt special rules for taxing regular
interests in a REMIC that are entitled only to a specified portion of the
interest in respect of one or more mortgage loans held by the REMIC, high-yield
REMIC regular interests, and apparent negative-yield instruments. The Treasury
Department and the IRS also requested comments on different methods for taxing
the foregoing instruments, including the possible recognition of negative
amounts of original issue discount, the formulation of special guidelines for
the application of Internal Revenue Code Section 166 to REMIC IOs and similar
instruments, and the adoption of a new alternative method applicable to REMIC
IOs and similar instruments. It is uncertain whether IRS actually will propose
any regulations as a consequence of the solicitation of comments and when any
resulting new rules would be effective.

     Market Discount. You will be considered to have purchased a REMIC regular
certificate at a market discount if

     o    in the case of a certificate issued without original issue discount,
          you purchased the certificate at a price less than its remaining
          stated principal amount, or

     o    in the case of a certificate issued with original issue discount, you
          purchased the certificate at a price less than its adjusted issue
          price.

     If you purchase a REMIC regular certificate with more than a de minimis
amount of market discount, you will recognize gain upon receipt of each payment
representing stated redemption price. Under Section 1276 of


                                     -115-


the Internal Revenue Code, you generally will be required to allocate the
portion of each payment representing some or all of the stated redemption price
first to accrued market discount not previously included in income. You must
recognize ordinary income to that extent. You may elect to include market
discount in income currently as it accrues rather than including it on a
deferred basis in accordance with the foregoing. If made, this election will
apply to all market discount bonds acquired by you on or after the first day of
the first taxable year to which this election applies.

     The Treasury regulations also permit you to elect to accrue all interest
and discount, including de minimis market or original issue discount, in income
as interest, and to amortize premium, based on a constant yield method. Your
making this election with respect to a REMIC regular certificate with market
discount would be deemed to be an election to include currently market discount
in income with respect to all other debt instruments with market discount that
you acquire during the taxable year of the election or thereafter, and possibly
previously acquired instruments. Similarly, your making this election as to a
certificate acquired at a premium would be deemed to be an election to amortize
bond premium, with respect to all debt instruments having amortizable bond
premium that you own or acquire. See "--REMICs --Taxation of Owners of REMIC
Regular Certificates--Premium" below.

     Each of the elections described above to accrue interest and discount, and
to amortize premium, with respect to a certificate on a constant yield method or
as interest would be irrevocable except with the approval of the IRS.

     However, market discount with respect to a REMIC regular certificate will
be considered to be de minimis for purposes of Section 1276 of the Internal
Revenue Code if the market discount is less than 0.25% of the remaining stated
redemption price of the certificate multiplied by the number of complete years
to maturity remaining after the date of its purchase. In interpreting a similar
rule with respect to original issue discount on obligations payable in
installments, the Treasury regulations refer to the weighted average maturity of
obligations. It is likely that the same rule will be applied with respect to
market discount, presumably taking into account the prepayment assumption. If
market discount is treated as de minimis under this rule, it appears that the
actual discount would be treated in a manner similar to original issue discount
of a de minimis amount. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above. This treatment would generally
result in discount being included in income at a slower rate than discount would
be required to be included in income using the method described above.

     Section 1276(b)(3) of the Internal Revenue Code specifically authorizes the
Treasury Department to issue regulations providing for the method for accruing
market discount on debt instruments, the principal of which is payable in more
than one installment. Until regulations are issued by the Treasury Department,
the relevant rules described in the Committee Report apply. The Committee Report
indicates that in each accrual period, you may accrue market discount on a REMIC
regular certificate held by you, at your option:

     o    on the basis of a constant yield method,

     o    in the case of a certificate issued without original issue discount,
          in an amount that bears the same ratio to the total remaining market
          discount as the stated interest paid in the accrual period bears to
          the total amount of stated interest remaining to be paid on the
          certificate as of the beginning of the accrual period, or

     o    in the case of a certificate issued with original issue discount, in
          an amount that bears the same ratio to the total remaining market
          discount as the original issue discount accrued in the accrual period
          bears to the total amount of original issue discount remaining on the
          certificate at the beginning of the accrual period.


                                     -116-



     The prepayment assumption used in calculating the accrual of original issue
discount is also used in calculating the accrual of market discount.

     To the extent that REMIC regular certificates provide for monthly or other
periodic payments throughout their term, the effect of these rules may be to
require market discount to be includible in income at a rate that is not
significantly slower than the rate at which the discount would accrue if it were
original issue discount. Moreover, in any event a holder of a REMIC regular
certificate generally will be required to treat a portion of any gain on the
sale or exchange of the certificate as ordinary income to the extent of the
market discount accrued to the date of disposition under one of the foregoing
methods, less any accrued market discount previously reported as ordinary
income.

     Further, Section 1277 of the Internal Revenue Code may require you to defer
a portion of your interest deductions for the taxable year attributable to any
indebtedness incurred or continued to purchase or carry a REMIC regular
certificate purchased with market discount. For these purposes, the de minimis
rule referred to above applies. Any deferred interest expense would not exceed
the market discount that accrues during the related taxable year and is, in
general, allowed as a deduction not later than the year in which the related
market discount is includible in income. If you have elected, however, to
include market discount in income currently as it accrues, the interest deferral
rule described above would not apply.

     Premium. A REMIC regular certificate purchased at a cost, excluding any
portion of the cost attributable to accrued qualified stated interest, that is
greater than its remaining stated redemption price will be considered to be
purchased at a premium. You may elect under Section 171 of the Internal Revenue
Code to amortize the premium over the life of the certificate as an offset
against qualified stated interest. If made, this election will apply to all debt
instruments having amortizable bond premium that you own or subsequently
acquire. The IRS has issued regulations on the amortization of bond premium, but
they specifically do not apply to holders of REMIC regular certificates.

     The Treasury regulations also permit you to elect to include all interest,
discount and premium in income based on a constant yield method, further
treating you as having made the election to amortize premium generally. See
"--Taxation of Owners of REMIC Regular Certificates--Market Discount" above. The
Committee Report states that the same rules that apply to accrual of market
discount and require the use of a prepayment assumption in accruing market
discount with respect to REMIC regular certificates without regard to whether
those certificates have original issue discount, will also apply in amortizing
bond premium under Section 171 of the Internal Revenue Code.

     Whether you will be treated as holding a REMIC regular certificate with
amortizable bond premium will depend on

     o    the purchase price paid for your offered certificate, and

     o    the payments remaining to be made on your offered certificate at the
          time of its acquisition by you.

     If you acquire an interest in any class of REMIC regular certificates
issued at a premium, you should consider consulting your own tax advisor
regarding the possibility of making an election to amortize the premium.

         Realized Losses. Under Section 166 of the Internal Revenue Code, if you
are either a corporate holder of a REMIC regular certificate or a noncorporate
holder of a REMIC regular certificate that acquires the certificate in
connection with a trade or business, you should be allowed to deduct, as
ordinary losses, any losses sustained during a taxable year in which your
offered certificate becomes wholly or partially worthless as the result of one



                                     -117-


or more realized losses on the related mortgage loans. However, if you are a
noncorporate holder that does not acquire a REMIC regular certificate in
connection with a trade or business, it appears that--

     o    you will not be entitled to deduct a loss under Section 166 of the
          Internal Revenue Code until your offered certificate becomes wholly
          worthless, which is when its principal balance has been reduced to
          zero, and

     o    the loss will be characterized as a short-term capital loss.

     You will also have to accrue interest and original issue discount with
respect to your REMIC regular certificate, without giving effect to any
reductions in payments attributable to defaults or delinquencies on the related
mortgage loans, until it can be established that those payment reductions are
not recoverable. As a result, your taxable income in a period could exceed your
economic income in that period. If any of those amounts previously included in
taxable income are not ultimately received due to a loss on the related mortgage
loans, you should be able to recognize a loss or reduction in income. However,
the law is unclear with respect to the timing and character of this loss or
reduction in income.

     Taxation of Owners of REMIC Residual Certificates.

     General. Although a REMIC is a separate entity for federal income tax
purposes, the Internal Revenue Code does not subject a REMIC to entity-level
taxation, except with regard to prohibited transactions and the other
transactions described under "--REMICs--Prohibited Transactions Tax and Other
Taxes" below. Rather, a holder of REMIC residual certificates must generally
include in income the taxable income or net loss of the related REMIC.
Accordingly, the Internal Revenue Code treats the REMIC residual certificates
much differently than it would if they were direct ownership interests in the
related mortgage loans or as debt instruments issued by the related REMIC.

     Holders of REMIC residual certificates generally will be required to report
their daily portion of the taxable income or, subject to the limitations noted
in this discussion, the net loss of the related REMIC for each day during a
calendar quarter that they own those certificates. For this purpose, the taxable
income or net loss of the REMIC will be allocated to each day in the calendar
quarter ratably using a "30 days per month/90 days per quarter/360 days per
year" convention unless we otherwise disclose in the related prospectus
supplement. These daily amounts then will be allocated among the holders of the
REMIC residual certificates in proportion to their respective ownership
interests on that day. Any amount included in the residual certificateholders'
gross income or allowed as a loss to them by virtue of this paragraph will be
treated as ordinary income or loss. The taxable income of the REMIC will be
determined under the rules described below in "--REMICs--Taxation of Owners of
REMIC Residual Certificates--Taxable Income of the REMIC." Holders of REMIC
residual certificates must report the taxable income of the related REMIC
without regard to the timing or amount of cash payments by the REMIC until the
REMIC's termination. Income derived from the REMIC residual certificates will be
"portfolio income" for the purposes of the limitations under Section 469 of the
Internal Revenue Code on the deductibility of "passive losses."

     A holder of a REMIC residual certificate that purchased the certificate
from a prior holder also will be required to report on its federal income tax
return amounts representing its daily share of the taxable income, or net loss,
of the related REMIC for each day that it holds the REMIC residual certificate.
These daily amounts generally will equal the amounts of taxable income or net
loss determined as described above. The Committee Report indicates that
modifications of the general rules may be made, by regulations, legislation or
otherwise to reduce, or increase, the income of a holder of a REMIC residual
certificate. These modifications would occur when a holder purchases the REMIC
residual certificate from a prior holder at a price other than the adjusted
basis that the REMIC residual certificate would have had in the hands of an
original holder of that certificate. The Treasury regulations, however, do not
provide for these modifications.


                                     -118-



     Any payments that you receive from the seller of a REMIC residual
certificate in connection with the acquisition of that certificate will be
income to you.

     The Treasury Department has issued final regulations, effective May 11,
2004, which address the federal income tax treatment of "inducement fees"
received by transferees of noneconomic REMIC residual interests. The final
regulations require inducement fees to be included in income over a period
reasonably related to the period in which the related REMIC residual interest is
expected to generate taxable income or net loss to its holder. The final
regulations provide two safe harbor methods which permit transferees to include
inducement fees in income, either (i) in the same amounts and over the same
period that the taxpayer uses for financial reporting purposes, provided that
such period is not shorter than the period the REMIC is expected to generate
taxable income or (ii) ratably over the remaining anticipated weighted average
life of all the regular and residual interests issued by the REMIC, determined
based on actual distributions projected as remaining to be made on such
interests under the prepayment assumption. If the holder of a REMIC residual
interest sells or otherwise disposes of the residual certificate, any
unrecognized portion of the inducement fee must be taken into account at the
time of the sale or disposition. The final regulations also provide that an
inducement fee shall be treated as income from sources within the United States.
In addition, the IRS has issued administrative guidance addressing the
procedures by which transferees of noneconomic REMIC residual interests may
obtain automatic consent from the IRS to change the method of accounting for
REMIC inducement fee income to one of the safe harbor methods provided in these
final regulations (including a change from one safe harbor method to the other
safe harbor method). Prospective purchasers of the REMIC residual certificates
should consult with their tax advisors regarding the effect of these final
regulations and the related guidance regarding the procedures for obtaining
automatic consent to change the method of accounting.

     Tax liability with respect to the amount of income that holders of REMIC
residual certificates will be required to report, will often exceed the amount
of cash payments received from the related REMIC for the corresponding period.
Consequently, you should have--

     o    other sources of funds sufficient to pay any federal income taxes due
          as a result of your ownership of REMIC residual certificates, or

     o    unrelated deductions against which income may be offset.

See, however, the rules discussed below relating to:

     o    excess inclusions,

     o    residual interests without significant value, and

     o    noneconomic residual interests.

     The fact that the tax liability associated with this income allocated to
you may exceed the cash payments received by you for the corresponding period
may significantly and adversely affect their after-tax rate of return. This
disparity between income and payments may not be offset by corresponding losses
or reductions of income attributable to your REMIC residual certificates until
subsequent tax years. Even then, the extra income may not be completely offset
due to changes in the Internal Revenue Code, tax rates or character of the
income or loss. Therefore, REMIC residual certificates will ordinarily have a
negative value at the time of issuance. See "RISK FACTORS--Residual Interests in
a Real Estate Mortgage Investment Conduit Have Adverse Tax Consequences."


                                     -119-



     Taxable Income of the REMIC. The taxable income of a REMIC will equal:

     o    the income from the mortgage loans and other assets of the REMIC; plus

     o    any cancellation of indebtedness income due to the allocation of
          realized losses to those REMIC certificates constituting regular
          interests in the REMIC; less the following items--

          1.   the deductions allowed to the REMIC for interest, including
               original issue discount but reduced by any premium on issuance,
               on any class of REMIC certificates constituting regular interests
               in the REMIC, whether offered or not,

          2.   amortization of any premium on the mortgage loans held by the
               REMIC,

          3.   bad debt losses with respect to the mortgage loans held by the
               REMIC, and

          4.   except as described below in this "--Taxable Income of the REMIC"
               subsection, servicing, administrative and other expenses.

     For purposes of determining its taxable income, a REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all REMIC certificates, or in the case of REMIC certificates not sold initially,
their fair market values. The aggregate basis will be allocated among the
mortgage loans and the other assets of the REMIC in proportion to their
respective fair market values. The issue price of any REMIC certificates offered
hereby will be determined in the manner described above under
"--REMICs--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount." The issue price of a REMIC certificate received in exchange for an
interest in mortgage loans or other property will equal the fair market value of
the interests in the mortgage loans or other property. Accordingly, if one or
more classes of REMIC certificates are retained initially rather than sold, the
related tax administrator may be required to estimate the fair market value of
these interests in order to determine the basis of the REMIC in the mortgage
loans and other property held by the REMIC.

     Subject to possible application of the de minimis rules, the method of
accrual by a REMIC of original issue discount income and market discount income
with respect to mortgage loans that it holds will be equivalent to the method
for accruing original issue discount income for holders of REMIC regular
certificates. That method is a constant yield method taking into account the
prepayment assumption. However, a REMIC that acquires loans at a market discount
must include that market discount in income currently, as it accrues, on a
constant yield basis. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates" above, which describes a method for accruing the discount income
that is analogous to that required to be used by a REMIC as to mortgage loans
with market discount that it holds.

     A REMIC will acquire a mortgage loan with discount, or premium, to the
extent that the REMIC's basis, determined as described in the preceding
paragraph, is different from its stated redemption price. Discount will be
includible in the income of the REMIC as it accrues, in advance of receipt of
the cash attributable to that income, under a method similar to the method
described above for accruing original issue discount on the REMIC regular
certificates. A REMIC probably will elect under Section 171 of the Internal
Revenue Code to amortize any premium on the mortgage loans that it holds.
Premium on any mortgage loan to which this election applies may be amortized
under a constant yield method, presumably taking into account the prepayment
assumption.

     A REMIC will be allowed deductions for interest, including original issue
discount, on all of the certificates that constitute regular interests in the
REMIC, whether or not offered hereby, as if those certificates were indebtedness
of the REMIC. Original issue discount will be considered to accrue for this
purpose as


                                     -120-


described above under "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount." However, the de minimis rule described
in that section will not apply in determining deductions.

     If a class of REMIC regular certificates is issued at a price in excess of
the stated redemption price of that class, the net amount of interest deductions
that are allowed to the REMIC in each taxable year with respect to those
certificates will be reduced by an amount equal to the portion of that excess
that is considered to be amortized in that year. It appears that this excess
should be amortized under a constant yield method in a manner analogous to the
method of accruing original issue discount described above under
"--REMICs--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount."

     As a general rule, the taxable income of a REMIC will be determined as if
the REMIC were an individual having the calendar year as its taxable year and
using the accrual method of accounting. However, no item of income, gain, loss
or deduction allocable to a prohibited transaction will be taken into account.
See "--REMICs--Prohibited Transactions Tax and Other Taxes" below. Further, the
limitation on miscellaneous itemized deductions imposed on individuals by
Section 67 of the Internal Revenue Code will not be applied at the REMIC level
so that the REMIC will be allowed full deductions for servicing, administrative
and other non-interest expenses in determining its taxable income. All those
expenses will be allocated as a separate item to the holders of the related
REMIC certificates, subject to the limitation of Section 67 of the Internal
Revenue Code. See "--REMICs--Taxation of Owners of REMIC Residual
Certificates--Possible Pass-Through of Miscellaneous Itemized Deductions" below.
If the deductions allowed to the REMIC exceed its gross income for a calendar
quarter, the excess will be the net loss for the REMIC for that calendar
quarter.

     Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
residual certificate will be equal to:

     o    the amount paid for that REMIC residual certificate,

     o    increased by amounts included in the income of the holder of that
          REMIC residual certificate, and

     o    decreased, but not below zero, by payments made, and by net losses
          allocated, to the holder of that REMIC residual certificate.

     A holder of a REMIC residual certificate is not allowed to take into
account any net loss for any calendar quarter to the extent that the net loss
exceeds the adjusted basis to that holder as of the close of that calendar
quarter, determined without regard to that net loss. Any loss that is not
currently deductible by reason of this limitation may be carried forward
indefinitely to future calendar quarters and, subject to the same limitation,
may be used only to offset income from the REMIC residual certificate.

     Any distribution on a REMIC residual certificate will be treated as a
nontaxable return of capital to the extent it does not exceed the holder's
adjusted basis in the REMIC residual certificate. To the extent a distribution
on a REMIC residual certificate exceeds the holder's adjusted basis, it will be
treated as gain from the sale of that REMIC residual certificate.

     A holder's basis in a REMIC residual certificate will initially equal the
amount paid for the certificate and will be increased by that holder's allocable
share of taxable income of the related REMIC. However, these increases in basis
may not occur until the end of the calendar quarter, or perhaps the end of the
calendar year, with respect to which the related REMIC's taxable income is
allocated to that holder. To the extent the initial basis of the holder of a
REMIC residual certificate is less than the distributions to that holder, and
increases in the initial basis either occur after these distributions or,
together with the initial basis, are less than the amount of these payments,
gain will be recognized to that holder on these distributions. This gain will be
treated as gain from the sale of its REMIC residual certificate.


                                     -121-



     The effect of these rules is that a holder of a REMIC residual certificate
may not amortize its basis in a REMIC residual certificate, but may only recover
its basis:

     o    through distributions,

     o    through the deduction of any net losses of the REMIC, or

     o    upon the sale of its REMIC residual certificate.

See "--REMICs--Sales of REMIC Certificates" below.

     For a discussion of possible modifications of these rules that may require
adjustments to income of a holder of a REMIC residual certificate other than an
original holder see "--REMICs--Taxation of Owners of REMIC Residual
Certificates--General" above. These adjustments could require a holder of a
REMIC residual certificate to account for any difference between the cost of the
certificate to the holder and the adjusted basis of the certificate would have
been in the hands of an original holder.

     Excess Inclusions. Any excess inclusions with respect to a REMIC residual
certificate will be subject to federal income tax in all events. In general, the
excess inclusions with respect to a REMIC residual certificate for any calendar
quarter will be the excess, if any, of:

     o    the daily portions of REMIC taxable income allocable to that
          certificate, over

     o    the sum of the daily accruals for each day during the quarter that the
          certificate was held by that holder.

     The daily accruals of a holder of a REMIC residual certificate will be
determined by allocating to each day during a calendar quarter its ratable
portion of a numerical calculation. That calculation is the product of the
adjusted issue price of the REMIC residual certificate at the beginning of the
calendar quarter and 120% of the long-term Federal rate in effect on the date of
initial issuance. For this purpose, the adjusted issue price of a REMIC residual
certificate as of the beginning of any calendar quarter will be equal to:

     o    the issue price of the certificate, increased by

     o    the sum of the daily accruals for all prior quarters, and decreased,
          but not below zero, by

     o    any payments made with respect to the certificate before the beginning
          of that quarter.

     The issue price of a REMIC residual certificate is the initial offering
price to the public at which a substantial amount of the REMIC residual
certificates were sold, but excluding sales to bond houses, brokers and
underwriters or, if no sales have been made, their initial value. The long-term
Federal rate is an average of current yields on Treasury securities with a
remaining term of greater than nine years, computed and published monthly by the
IRS.

     Although it has not done so, the Treasury Department has authority to issue
regulations that would treat the entire amount of income accruing on a REMIC
residual certificate as excess inclusions if the REMIC residual interest
evidenced by that certificate is considered not to have significant value.

     For holders of REMIC residual certificates, excess inclusions:

     o    will not be permitted to be offset by deductions, losses or loss
          carryovers from other activities,


                                     -122-



     o    will be treated as unrelated business taxable income to an otherwise
          tax-exempt organization, and

     o    will not be eligible for any rate reduction or exemption under any
          applicable tax treaty with respect to the 30% United States
          withholding tax imposed on payments to holders of REMIC residual
          certificates that are foreign investors.

See, however, "--REMICs--Foreign Investors in REMIC Certificates" below.

     Furthermore, for purposes of the alternative minimum tax:

     o    excess inclusions will not be permitted to be offset by the
          alternative tax net operating loss deduction, and

     o    alternative minimum taxable income may not be less than the taxpayer's
          excess inclusions.

     This last rule has the effect of preventing non-refundable tax credits from
reducing the taxpayer's income tax to an amount lower than the alternative
minimum tax on excess inclusions.

     In the case of any REMIC residual certificates held by a real estate
investment trust, or REIT, the total excess inclusions with respect to these
REMIC residual certificates will be allocated among the shareholders of the REIT
in proportion to the dividends received by the shareholders from the REIT. Any
amount so allocated will be treated as an excess inclusion with respect to a
REMIC residual certificate as if held directly by the shareholder. The total
excess inclusions referred to in the previous sentence will be reduced, but not
below zero, by any REIT taxable income, within the meaning of Section 857(b)(2)
of the Internal Revenue Code, other than any net capital gain. Treasury
regulations yet to be issued could apply a similar rule to:

     o    regulated investment companies,

     o    common trusts, and

     o    some cooperatives.

The Treasury regulations, however, currently do not address this subject.

     Noneconomic REMIC Residual Certificates. Under the Treasury regulations,
transfers of noneconomic REMIC residual certificates will be disregarded for all
federal income tax purposes if "a significant purpose of the transfer was to
enable the transferor to impede the assessment or collection of tax." If a
transfer is disregarded, the purported transferor will continue to remain liable
for any taxes due with respect to the income on the noneconomic REMIC residual
certificate. The Treasury regulations provide that a REMIC residual certificate
is noneconomic unless, based on the prepayment assumption and on any required or
permitted clean up calls, or required liquidation provided for in the related
Governing Document:

     o    the present value of the expected future payments on the REMIC
          residual certificate equals at least the present value of the expected
          tax on the anticipated excess inclusions, and

     o    the transferor reasonably expects that the transferee will receive
          payments with respect to the REMIC residual certificate at or after
          the time the taxes accrue on the anticipated excess inclusions in an
          amount sufficient to satisfy the accrued taxes.


                                     -123-



     The present value calculation referred to above is calculated using the
applicable Federal rate for obligations whose term ends on the close of the last
quarter in which excess inclusions are expected to accrue with respect to the
REMIC residual certificate. This rate is computed and published monthly by the
IRS.

     Accordingly, all transfers of REMIC residual certificates that may
constitute noneconomic residual interests will be subject to restrictions under
the terms of the related Governing Document that are intended to reduce the
possibility of any transfer being disregarded. These restrictions will require
an affidavit:

     o    from each party to the transfer, stating that no purpose of the
          transfer is to impede the assessment or collection of tax,

     o    from the prospective transferee, providing representations as to its
          financial condition and that it understands that, as the holder of a
          non-economic REMIC residual certificate, it may incur tax liabilities
          in excess of any cash flows generated by the REMIC residual
          certificate and that such transferee intends to pay its taxes
          associated with holding such REMIC residual certificate as they become
          due, and

     o    from the prospective transferor, stating that it has made a reasonable
          investigation to determine the transferee's historic payment of its
          debts and ability to continue to pay its debts as they come due in the
          future.

     Final Treasury regulations issued on July 18, 2002 (the "Safe Harbor
Regulations"), provide that transfers of noneconomic residual interests must
meet two additional requirements to qualify for the safe harbor: (i) the
transferee must represent that it will not cause income from the noneconomic
residual interest to be attributable to a foreign permanent establishment or
fixed base (within the meaning of an applicable income tax treaty, hereafter a
"foreign branch") of the transferee or another U.S. taxpayer, and (ii) the
transfer must satisfy either an "asset test" or a "formula test" provided under
the REMIC Regulations. A transfer to an "eligible corporation," generally a
domestic corporation, will satisfy the asset test if: at the time of the
transfer, and at the close of each of the transferee's two fiscal years
preceding the transferee's fiscal year of transfer, the transferee's gross and
net assets for financial reporting purposes exceed $100 million and $10 million,
respectively, in each case, exclusive of any obligations of certain related
persons, the transferee agrees in writing that any subsequent transfer of the
interest will be to another eligible corporation in a transaction that satisfies
the asset test, and the transferor does not know or have reason to know, that
the transferee will not honor these restrictions on subsequent transfers, and a
reasonable person would not conclude, based on the facts and circumstances known
to the transferor on or before the date of the transfer (specifically including
the amount of consideration paid in connection with the transfer of the
noneconomic residual interest) that the taxes associated with the residual
interest will not be paid. In addition, the direct or indirect transfer of the
residual interest to a foreign branch of a domestic corporation is not treated
as a transfer to an eligible corporation under the asset test. The "formula
test" makes the safe harbor unavailable unless the present value of the
anticipated tax liabilities associated with holding the residual interest did
not exceed the sum of:

     o    the present value of any consideration given to the transferee to
          acquire the interest,

     o    the present value of the expected future distributions on the
          interest, and

     o    the present value (computed using a discount rate equal to the
          applicable Federal short-term rate) of the anticipated tax savings
          associated with the holding of the interest as the REMIC generates
          losses.

     If the transferee has been subject to the alternative minimum tax in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate, then it may use the


                                     -124-


alternative minimum tax rate in lieu of the corporate tax rate. In addition, the
direct or indirect transfer of the residual interest to a foreign branch of a
domestic corporation is not treated as a transfer to an eligible corporation
under the formula test.

     The Governing Document will require that all transferees of residual
certificates furnish an affidavit as to the applicability of one of the safe
harbors of the Safe Harbor Regulations, unless the transferor has waived the
requirement that the transferee do so.

     Prospective investors should consult their own tax advisors as to the
applicability and effect of these alternative safe harbor tests.

     Prior to purchasing a REMIC residual certificate, prospective purchasers
should consider the possibility that a purported transfer of a REMIC residual
certificate to another party at some future date may be disregarded in
accordance with the above-described rules. This would result in the retention of
tax liability by the transferor with respect to that purported transfer.

     We will disclose in the related prospectus supplement whether the offered
REMIC residual certificates may be considered noneconomic residual interests
under the Treasury regulations. However, we will base any disclosure that a
REMIC residual certificate will not be considered noneconomic upon various
assumptions. Further, we will make no representation that a REMIC residual
certificate will not be considered noneconomic for purposes of the
above-described rules.

     See "--REMICs--Foreign Investors in REMIC Certificates" below for
additional restrictions applicable to transfers of REMIC residual certificates
to foreign persons.

     Mark-to-Market Rules. Regulations under Section 475 of the Internal Revenue
Code require that a securities dealer mark to market securities held for sale to
customers. This mark-to-market requirement applies to all securities owned by a
dealer, except to the extent that the dealer has specifically identified a
security as held for investment. These regulations provide that for purposes of
this mark-to-market requirement, a REMIC residual certificate is not treated as
a security for purposes of Section 475 of the Internal Revenue Code. Thus, a
REMIC residual certificate is not subject to the mark-to-market rules. We
recommend that prospective purchasers of a REMIC residual certificate consult
their tax advisors regarding these regulations.

     Transfers of REMIC Residual Certificates to Investors That Are Foreign
Persons. Unless we otherwise state in the related prospectus supplement,
transfers of REMIC residual certificates to investors that are foreign persons
under the Internal Revenue Code will be prohibited under the related Governing
Documents.

     Pass-Through of Miscellaneous Itemized Deductions. Fees and expenses of a
REMIC generally will be allocated to the holders of the related REMIC residual
certificates. The applicable Treasury regulations indicate, however, that in the
case of a REMIC that is similar to a single class grantor trust, all or a
portion of these fees and expenses should be allocated to the holders of the
related REMIC regular certificates. Unless we state otherwise in the related
prospectus supplement, however, these fees and expenses will be allocated to
holders of the related REMIC residual certificates in their entirety and not to
the holders of the related REMIC regular certificates.

     If the holder of a REMIC certificate receives an allocation of fees and
expenses in accordance with the preceding discussion, and if that holder is:

     o    an individual,

     o    an estate or trust, or


                                     -125-


     o    a Pass-Through Entity beneficially owned by one or more individuals,
          estates or trusts,

     then--

     o    an amount equal to this individual's, estate's or trust's share of
          these fees and expenses will be added to the gross income of this
          holder, and

     o    the individual's, estate's or trust's share of these fees and expenses
          will be treated as a miscellaneous itemized deduction allowable
          subject to the limitation of Section 67 of the Internal Revenue Code,
          which permits the deduction of these fees and expenses only to the
          extent they exceed, in total, 2% of a taxpayer's adjusted gross
          income.

     In addition, Section 68 of the Internal Revenue Code currently provides
that the amount of itemized deductions otherwise allowable for an individual
whose adjusted gross income exceeds a specified amount will be reduced (such
reduction is scheduled to be phased out between 2006 and 2010) by the lesser of:

     o    3% of the excess, if any, of such taxpayer's adjusted gross income, or

     o    80% of the amount of itemized deductions otherwise allowable for such
          tax year.

     Furthermore, in determining the alternative minimum taxable income of a
holder of a REMIC certificate that is--

     o    an individual,

     o    an estate or trust, or

     o    a Pass-Through Entity beneficially owned by one or more individuals,
          estates or trusts,

no deduction will be allowed for the holder's allocable portion of servicing
fees and other miscellaneous itemized deductions of the REMIC, even though an
amount equal to the amount of these fees and other deductions will be included
in the holder's gross income.

     The amount of additional taxable income reportable by holders of REMIC
certificates that are subject to the limitations of either Section 67 or Section
68 of the Internal Revenue Code, or the complete disallowance of the related
expenses for alternative minimum tax purposes, may be substantial.

     Accordingly, REMIC certificates to which these expenses are allocated will
generally not be appropriate investments for:

     o    an individual,

     o    an estate or trust, or

     o    a Pass-Through Entity beneficially owned by one or more individuals,
          estates or trusts.

     We recommend that those prospective investors consult with their tax
advisors prior to making an investment in a REMIC certificate to which these
expenses are allocated.


                                     -126-



     Sales of REMIC Certificates. If a REMIC certificate is sold, the selling
certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its adjusted basis in the REMIC certificate.
The adjusted basis of a REMIC regular certificate generally will equal:

     o    the cost of the certificate to that certificateholder, increased by

     o    income reported by that certificateholder with respect to the
          certificate, including original issue discount and market discount
          income, and reduced, but not below zero, by

     o    payments on the certificate received by that certificateholder,
          amortized premium and realized losses allocated to the certificate and
          previously deducted by the certificateholder.

     The adjusted basis of a REMIC residual certificate will be determined as
described above under "--REMICs--Taxation of Owners of REMIC Residual
Certificates--Basis Rules, Net Losses and Distributions." Except as described
below in this "--Sales of REMIC Certificates" subsection, any gain or loss from
your sale of a REMIC certificate will be capital gain or loss, provided that you
hold the certificate as a capital asset within the meaning of Section 1221 of
the Internal Revenue Code, which is generally property held for investment.

     In addition to the recognition of gain or loss on actual sales, the
Internal Revenue Code requires the recognition of gain, but not loss, upon the
constructive sale of an appreciated financial position. A constructive sale of
an appreciated financial position occurs if a taxpayer enters into a transaction
or series of transactions that have the effect of substantially eliminating the
taxpayer's risk of loss and opportunity for gain with respect to the financial
instrument. Debt instruments that--

     o    entitle the holder to a specified principal amount,

     o    pay interest at a fixed or variable rate, and

     o    are not convertible into the stock of the issuer or a related party,

cannot be the subject of a constructive sale for this purpose. Because most
REMIC regular certificates meet this exception, Section 1259 will not apply to
most REMIC regular certificates. However, REMIC regular certificates that have
no, or a disproportionately small, amount of principal, can be the subject of a
constructive sale.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the taxable year. A taxpayer would do so
because of the rule that limits the deduction of interest on indebtedness
incurred to purchase or carry property held for investment to a taxpayer's net
investment income.

     As of the date of this prospectus, the Internal Revenue Code provides for
lower rates as to long-term capital gains than those applicable to the
short-term capital gains and ordinary income recognized or received by
individuals. No similar rate differential exists for corporations. In addition,
the distinction between a capital gain or loss and ordinary income or loss is
relevant for other purposes to both individuals and corporations.

     Gain from the sale of a REMIC regular certificate that might otherwise be a
capital gain will be treated as ordinary income to the extent that the gain does
not exceed the excess, if any, of:

     o    the amount that would have been includible in the seller's income with
          respect to that REMIC regular certificate assuming that income had
          accrued on the certificate at a rate equal to 110% of the applicable
          Federal rate determined as of the date of purchase of the certificate,
          which is a rate



                                     -127-


          based on an average of current yields on Treasury securities having a
          maturity comparable to that of the certificate based on the
          application of the prepayment assumption to the certificate, over

     o    the amount of ordinary income actually includible in the seller's
          income prior to that sale.

     In addition, gain recognized on the sale of a REMIC regular certificate by
a seller who purchased the certificate at a market discount will be taxable as
ordinary income in an amount not exceeding the portion of that discount that
accrued during the period the certificate was held by the seller, reduced by any
market discount included in income under the rules described above under
"--REMICs--Taxation of Owners of REMIC Regular Certificates--Market Discount"
and "--Premium."

     REMIC certificates will be "evidences of indebtedness" within the meaning
of Section 582(c)(1) of the Internal Revenue Code, so that gain or loss
recognized from the sale of a REMIC certificate by a bank or thrift institution
to which that section of the Internal Revenue Code applies will be ordinary
income or loss.

     A portion of any gain from the sale of a REMIC regular certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that a holder holds the certificate as part of a "conversion transaction" within
the meaning of Section 1258 of the Internal Revenue Code. A conversion
transaction generally is one in which the taxpayer has taken two or more
positions in the same or similar property that reduce or eliminate market risk,
if substantially all of the taxpayer's return is attributable to the time value
of the taxpayer's net investment in that transaction. The amount of gain so
realized in a conversion transaction that is recharacterized as ordinary income
generally will not exceed the amount of interest that would have accrued on the
taxpayer's net investment at 120% of the appropriate applicable Federal rate at
the time the taxpayer enters into the conversion transaction, subject to
appropriate reduction for prior inclusion of interest and other ordinary income
items from the transaction.

     Except as may be provided in Treasury regulations yet to be issued, a loss
realized on the sale of a REMIC residual certificate will be subject to the
"wash sale" rules of Section 1091 of the Internal Revenue Code, if during the
period beginning six months before, and ending six months after, the date of
that sale the seller of that certificate:

     o    reacquires that same REMIC residual certificate,

     o    acquires any other residual interest in a REMIC, or

     o    acquires any similar interest in a taxable mortgage pool, as defined
          in Section 7701(i) of the Internal Revenue Code.

In that event, any loss realized by the holder of a REMIC residual certificate
on the sale will not be recognized or deductible currently, but instead will be
added to that holder's adjusted basis in the newly-acquired asset.

     Prohibited Transactions Tax and Other Taxes. The Internal Revenue Code
imposes a tax on REMICs equal to 100% of the net income derived from prohibited
transactions. In general, subject to specified exceptions, a prohibited
transaction includes:

     o    the disposition of a non-defaulted mortgage loan,

     o    the receipt of income from a source other than a mortgage loan or
          other permitted investments,

     o    the receipt of compensation for services, or


                                     -128-



     o    the gain from the disposition of an asset purchased with collections
          on the mortgage loans for temporary investment pending payment on the
          REMIC certificates.

     It is not anticipated that any REMIC will engage in any prohibited
transactions as to which it would be subject to this tax.

     In addition, some contributions to a REMIC made after the day on which the
REMIC issues all of its interests could result in the imposition of a tax on the
REMIC equal to 100% of the value of the contributed property. The related
Governing Document will include provisions designed to prevent the acceptance of
any contributions that would be subject to this tax.

     REMICs also are subject to federal income tax at the highest corporate rate
on Net Income From Foreclosure Property, determined by reference to the rules
applicable to REITs. The related Governing Documents may permit the special
servicer to conduct activities with respect to a mortgaged property acquired by
one of our trusts in a manner that causes the trust to incur this tax, if doing
so would, in the reasonable discretion of the special servicer, maximize the net
after-tax proceeds to certificateholders. However, under no circumstance may the
special servicer allow the acquired mortgaged property to cease to be a
"permitted investment" under Section 860G(a)(5) of the Internal Revenue Code.

     Unless we state otherwise in the related prospectus supplement, and to the
extent permitted by then applicable laws, any tax on prohibited transactions,
particular contributions or Net Income From Foreclosure Property, and any state
or local income or franchise tax, that may be imposed on the REMIC will be borne
by the related trustee, tax administrator, master servicer, special servicer or
manager, in any case out of its own funds, provided that--

     o    the person has sufficient assets to do so, and

     o    the tax arises out of a breach of that person's obligations under
          select provisions of the related Governing Document.

     Any tax not borne by one of these persons would be charged against the
related trust resulting in a reduction in amounts payable to holders of the
related REMIC certificates.

     Tax and Restrictions on Transfers of REMIC Residual Certificates to
Particular Organizations. If a REMIC residual certificate is transferred to a
Disqualified Organization, a tax will be imposed in an amount equal to the
product of:

     o    the present value of the total anticipated excess inclusions with
          respect to the REMIC residual certificate for periods after the
          transfer, and

     o    the highest marginal federal income tax rate applicable to
          corporations.

     The value of the anticipated excess inclusions is discounted using the
applicable Federal rate for obligations whose term ends on the close of the last
quarter in which excess inclusions are expected to accrue with respect to the
REMIC residual certificate.

     The anticipated excess inclusions must be determined as of the date that
the REMIC residual certificate is transferred and must be based on:

     o    events that have occurred up to the time of the transfer,


                                     -129-



     o    the prepayment assumption, and

     o    any required or permitted clean up calls or required liquidation
          provided for in the related Governing Document.

     The tax on transfers to Disqualified Organizations generally would be
imposed on the transferor of the REMIC residual certificate, except when the
transfer is through an agent for a Disqualified Organization. In that case, the
tax would instead be imposed on the agent. However, a transferor of a REMIC
residual certificate would in no event be liable for the tax with respect to a
transfer if:

     o    the transferee furnishes to the transferor an affidavit that the
          transferee is not a Disqualified Organization, and

     o    as of the time of the transfer, the transferor does not have actual
          knowledge that the affidavit is false.

     In addition, if a Pass-Through Entity includes in income excess inclusions
with respect to a REMIC residual certificate, and a Disqualified Organization is
the record holder of an interest in that entity, then a tax will be imposed on
that entity equal to the product of:

     o    the amount of excess inclusions on the certificate that are allocable
          to the interest in the Pass-Through Entity held by the Disqualified
          Organization, and

     o    the highest marginal federal income tax rate imposed on corporations.

     A Pass-Through Entity will not be subject to this tax for any period,
however, if each record holder of an interest in that Pass-Through Entity
furnishes to that Pass-Through Entity:

     o    the holder's social security number and a statement under penalties of
          perjury that the social security number is that of the record holder,
          or

     o    a statement under penalties of perjury that the record holder is not a
          Disqualified Organization.

     If an Electing Large Partnership holds a REMIC residual certificate, all
interests in the Electing Large Partnership are treated as held by Disqualified
Organizations for purposes of the tax imposed on pass-through entities described
in the second preceding paragraph. This tax on Electing Large Partnerships must
be paid even if each record holder of an interest in that partnership provides a
statement mentioned in the prior paragraph.

     In addition, a person holding an interest in a Pass-Through Entity as a
nominee for another person will, with respect to that interest, be treated as a
Pass-Through Entity.

     Moreover, an entity will not qualify as a REMIC unless there are reasonable
arrangements designed to ensure that:

     o    the residual interests in the entity are not held by Disqualified
          Organizations, and

     o    the information necessary for the application of the tax described in
          this prospectus will be made available.


                                     -130-



     We will include in the related Governing Document restrictions on the
transfer of REMIC residual certificates and other provisions that are intended
to meet this requirement, and we will discuss those restrictions and provisions
in any prospectus supplement relating to the offering of any REMIC residual
certificate.

     Termination. A REMIC will terminate immediately after the payment date
following receipt by the REMIC of the final payment with respect to the related
mortgage loans or upon a sale of the REMIC's assets following the adoption by
the REMIC of a plan of complete liquidation. The last payment on a REMIC regular
certificate will be treated as a payment in retirement of a debt instrument. In
the case of a REMIC residual certificate, if the last payment on that
certificate is less than the REMIC residual certificateholder's adjusted basis
in the certificate, that holder should, but may not, be treated as realizing a
capital loss equal to the amount of that difference.

     Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Internal Revenue Code, a REMIC will be treated
as a partnership and holders of the related REMIC residual certificates will be
treated as partners. Unless we otherwise state in the related prospectus
supplement, the related tax administrator will file REMIC federal income tax
returns on behalf of the REMIC, and will be designated as and will act as or on
behalf of the tax matters person with respect to the REMIC in all respects.

     As, or as agent for, the tax matters person, the related tax administrator,
subject to applicable notice requirements and various restrictions and
limitations, generally will have the authority to act on behalf of the REMIC and
the holders of the REMIC residual certificates in connection with the
administrative and judicial review of the REMIC's--

     o    income,

     o    deductions,

     o    gains,

     o    losses, and

     o    classification as a REMIC.

     Holders of REMIC residual certificates generally will be required to report
these REMIC items consistently with their treatment on the related REMIC's tax
return. In addition, these holders may in some circumstances be bound by a
settlement agreement between the related tax administrator, as, or as agent for,
the tax matters person, and the IRS concerning any REMIC item. Adjustments made
to the REMIC's tax return may require these holders to make corresponding
adjustments on their returns. An audit of the REMIC's tax return, or the
adjustments resulting from that audit, could result in an audit of a holder's
return.

     Any person that holds a REMIC residual certificate as a nominee for another
person may be required to furnish to the related REMIC, in a manner to be
provided in Treasury regulations, the name and address of that other person, as
well as other information.

     Reporting of interest income, including any original issue discount, with
respect to REMIC regular certificates is required annually, and may be required
more frequently under Treasury regulations. These information reports generally
are required to be sent or made readily available through electronic means to
individual holders of REMIC regular certificates and the IRS. Holders of REMIC
regular certificates that are--

     o    corporations,

                                     -131-



     o    trusts,

     o    securities dealers, and

     o    various other non-individuals,

will be provided interest and original issue discount income information and the
information set forth in the following paragraphs. This information will be
provided upon request in accordance with the requirements of the applicable
regulations. The information must be provided by the later of:

     o    30 days after the end of the quarter for which the information was
          requested, or

     o    two weeks after the receipt of the request.

     Reporting with respect to REMIC residual certificates, including--

     o    income,

     o    excess inclusions,

     o    investment expenses, and

     o    relevant information regarding qualification of the REMIC's assets,

will be made as required under the Treasury regulations, generally on a
quarterly basis.

     As applicable, the REMIC regular certificate information reports will
include a statement of the adjusted issue price of the REMIC regular certificate
at the beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method would require information relating to the holder's
purchase price that the REMIC may not have, the regulations only require that
information pertaining to the appropriate proportionate method of accruing
market discount be provided. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Market Discount."

     Unless we otherwise specify in the related prospectus supplement, the
responsibility for complying with the foregoing reporting rules will be borne by
the related tax administrator for the subject REMIC.

     Backup Withholding with Respect to REMIC Certificates. Payments of interest
and principal, as well as payments of proceeds from the sale of REMIC
certificates, may be subject to the backup withholding tax under Section 3406 of
the Internal Revenue Code if recipients of these payments:

     o    fail to furnish to the payor information regarding, among other
          things, their taxpayer identification numbers, or

     o    otherwise fail to establish an exemption from this tax.

     Any amounts deducted and withheld from a payment to a recipient would be
allowed as a credit against the recipient's federal income tax. Furthermore,
penalties may be imposed by the IRS on a recipient of payments that is required
to supply information but that does not do so in the proper manner.


                                     -132-



     Foreign Investors in REMIC Certificates. Unless we otherwise disclose in
the related prospectus supplement, a holder of a REMIC regular certificate that
is--

     o    a foreign person, and

     o    not subject to federal income tax as a result of any direct or
          indirect connection to the United States in addition to its ownership
          of that certificate,

will normally not be subject to United States federal income or withholding tax
with respect to a payment on a REMIC regular certificate. To avoid withholding
or tax, that holder must comply with applicable identification requirements.
These requirements include delivery of a statement, signed by the
certificateholder under penalties of perjury, certifying that the
certificateholder is a foreign person and providing the name, address and any
other information with respect to the certificateholder as may be required by
regulations issued by the Treasury Department. Special rules apply to
partnerships, estates and trusts, and in certain circumstances certifications as
to foreign status and other matters may be required to be provided by partners
and beneficiaries thereof.

     For these purposes, a foreign person is anyone other than a U.S. Person.

     It is possible that the IRS may assert that the foregoing tax exemption
should not apply with respect to a REMIC regular certificate held by a person or
entity that owns directly or indirectly a 10% or greater interest in the related
REMIC residual certificates. If the holder does not qualify for exemption,
payments of interest, including payments in respect of accrued original issue
discount, to that holder may be subject to a tax rate of 30%, subject to
reduction under any applicable tax treaty.

     It is possible, under regulations promulgated under Section 881 of the
Internal Revenue Code concerning conduit financing transactions, that the
exemption from withholding taxes described above may also not be available to a
holder who is a foreign person and either--

     o    owns 10% or more of one or more underlying mortgagors, or

     o    if the holder is a controlled foreign corporation, is related to one
          or more mortgagors in the applicable trust.

     Further, it appears that a REMIC regular certificate would not be included
in the estate of a nonresident alien individual and would not be subject to
United States estate taxes. However, it is recommended that certificateholders
who are nonresident alien individuals consult their tax advisors concerning this
question.

     Unless we otherwise state in the related prospectus supplement, the related
Governing Document will prohibit transfers of REMIC residual certificates to
investors that are:

     o    foreign persons, or

     o    U.S. Persons, if classified as a partnership under the Internal
          Revenue Code, unless all of their beneficial owners are U.S. Persons.

GRANTOR TRUSTS

     Classification of Grantor Trusts. With respect to each series of grantor
trust certificates, our counsel will deliver its opinion to the effect that,
assuming compliance with all provisions of the related Governing Document, the
related trust, or relevant portion of that trust, will be classified as a
grantor trust under subpart E, part I of subchapter J of the Internal Revenue
Code and not as a partnership or an association taxable as a corporation.


                                     -133-



     A grantor trust certificate may be classified as either of the following
types of certificate:

     o    a grantor trust fractional interest certificate representing an
          undivided equitable ownership interest in the principal of the
          mortgage loans constituting the related grantor trust, together with
          interest, if any, on those loans at a pass-through rate; or

     o    a grantor trust strip certificate representing ownership of all or a
          portion of the difference between--

          1.   interest paid on the mortgage loans constituting the related
               grantor trust, minus

          2.   the sum of:

               o    normal administration fees, and

               o    interest paid to the holders of grantor trust fractional
                    interest certificates issued with respect to that grantor
                    trust

     A grantor trust strip certificate may also evidence a nominal ownership
interest in the principal of the mortgage loans constituting the related grantor
trust.

     Characterization of Investments in Grantor Trust Certificates.

     Grantor Trust Fractional Interest Certificates. Unless we otherwise
disclose in the related prospectus supplement, any offered certificates that are
grantor trust fractional interest certificates will generally represent
interests in:

     o    "loans...secured by an interest in real property" within the meaning
          of Section 7701(a)(19)(C)(v) of the Internal Revenue Code, but only to
          the extent that the underlying mortgage loans have been made with
          respect to property that is used for residential or other prescribed
          purposes;

     o    "obligation[s] (including any participation or certificate of
          beneficial ownership therein) which . . . [are] principally secured by
          an interest in real property" within the meaning of Section 860G(a)(3)
          of the Internal Revenue Code; and

     o    "real estate assets" within the meaning of Section 856(c)(5)(B) of the
          Internal Revenue Code.

     In addition, interest on offered certificates that are grantor trust
fractional interest certificates will, to the same extent, be considered
"interest on obligations secured by mortgages on real property or on interests
in real property" within the meaning of Section 856(c)(3)(B) of the Internal
Revenue Code.

     Grantor Trust Strip Certificates. Even if grantor trust strip certificates
evidence an interest in a grantor trust--

     o    consisting of mortgage loans that are "loans . . . secured by an
          interest in real property" within the meaning of Section
          7701(a)(19)(C)(v) of the Internal Revenue Code,

     o    consisting of mortgage loans that are "real estate assets" within the
          meaning of Section 856(c)(5)(B) of the Internal Revenue Code, and


                                     -134-



     o    the interest on which is "interest on obligations secured by mortgages
          on real property" within the meaning of Section 856(c)(3)(B) of the
          Internal Revenue Code,

it is unclear whether the grantor trust strip certificates, and the income from
those certificates, will be so characterized. We recommend that prospective
purchasers to which the characterization of an investment in grantor trust strip
certificates is material consult their tax advisors regarding whether the
grantor trust strip certificates, and the income from those certificates, will
be so characterized.

     o    The grantor trust strip certificates will be "obligation[s] (including
          any participation or certificate of beneficial ownership therein)
          which...[are] principally secured by an interest in real property"
          within the meaning of Section 860G(a)(3)(A) of the Internal Revenue
          Code.

     Taxation of Owners of Grantor Trust Fractional Interest Certificates.

     General. Holders of a particular series of grantor trust fractional
interest certificates generally:

     o    will be required to report on their federal income tax returns their
          shares of the entire income from the underlying mortgage loans,
          including amounts used to pay reasonable servicing fees and other
          expenses, and

     o    will be entitled to deduct their shares of any reasonable servicing
          fees and other expenses.

     Because of stripped interests, market or original issue discount, or
premium, the amount includible in income on account of a grantor trust
fractional interest certificate may differ significantly from interest paid or
accrued on the underlying mortgage loans.

     Section 67 of the Internal Revenue Code allows an individual, estate or
trust holding a grantor trust fractional interest certificate directly or
through some types of pass-through entities a deduction for any reasonable
servicing fees and expenses only to the extent that the total of the holder's
miscellaneous itemized deductions exceeds two percent of the holder's adjusted
gross income.

     Section 68 of the Internal Revenue Code currently reduces the amount of
itemized deductions otherwise allowable for an individual whose adjusted gross
income exceeds a specified amount. Such reduction is scheduled to be phased out
between 2006 and 2010.

     The amount of additional taxable income reportable by holders of grantor
trust fractional interest certificates who are subject to the limitations of
either Section 67 or Section 68 of the Internal Revenue Code may be substantial.
Further, certificateholders, other than corporations, subject to the alternative
minimum tax may not deduct miscellaneous itemized deductions in determining
their alternative minimum taxable income.

     Although it is not entirely clear, it appears that in transactions in which
multiple classes of grantor trust certificates, including grantor trust strip
certificates, are issued, any fees and expenses should be allocated among those
classes of grantor trust certificates. The method of this allocation should
recognize that each class benefits from the related services. In the absence of
statutory or administrative clarification as to the method to be used, we
currently expect that information returns or reports to the IRS and
certificateholders will be based on a method that allocates these fees and
expenses among classes of grantor trust certificates with respect to each period
based on the payments made to each class during that period.


                                     -135-



     The federal income tax treatment of grantor trust fractional interest
certificates of any series will depend on whether they are subject to the
stripped bond rules of Section 1286 of the Internal Revenue Code. Grantor trust
fractional interest certificates may be subject to those rules if:

     o    a class of grantor trust strip certificates is issued as part of the
          same series, or

     o    we or any of our affiliates retain, for our or its own account or for
          purposes of resale, a right to receive a specified portion of the
          interest payable on an underlying mortgage loan.

     Further, the IRS has ruled that an unreasonably high servicing fee retained
by a seller or servicer will be treated as a retained ownership interest in
mortgage loans that constitutes a stripped coupon. We will include in the
related prospectus supplement information regarding servicing fees paid out of
the assets of the related trust to:

     o    a master servicer,

     o    a special servicer,

     o    any sub-servicer, or

     o    their respective affiliates.

     With respect to certain categories of debt instruments, Section 1272(a)(6)
of the Internal Revenue Code requires the use of a reasonable prepayment
assumption in accruing original issue discount, and adjustments in the accrual
of original issue discount when prepayments do not conform to the prepayment
assumption.

     Legislation enacted in 1997 extended the scope of that section to cover
investments in any pool of debt instruments the yield on which may be affected
by reason of prepayments. The precise application of Section 1272(a)(6) of the
Internal Revenue Code to pools of debt instruments is unclear in certain
respects. For example, it is uncertain whether a prepayment assumption will be
applied collectively to all of a taxpayer's investments in these pools of debt
instruments, or on an investment-by-investment basis. Similarly, it is not clear
whether the assumed prepayment rate as to investments in grantor trust
fractional interest certificates is to be determined based on conditions at the
time of the first sale of the certificate or, with respect to any holder, at the
time of purchase of the certificate by that holder.

     We recommend that certificateholders consult their tax advisors concerning
reporting original issue discount, market discount and premium with respect to
grantor trust fractional interest certificates.

     In light of the application of Section 1286 of the Internal Revenue Code, a
beneficial owner of a stripped bond generally will be required to compute
accruals of original issue discount based on its yield, possibly taking into
account its own prepayment assumption. The information necessary to perform the
related calculations for information reporting purposes, however, generally will
not be available to the trustee. Accordingly, any information reporting provided
by the trustee with respect to these stripped bonds, which information will be
based on pricing information as of the closing date, will largely fail to
reflect the accurate accruals of original issue discount for these certificates.
Prospective investors therefore should be aware that the timing of accruals of
original issue discount applicable to a stripped bond generally will be
different than that reported to holders and the IRS. Prospective investors
should consult their own tax advisors regarding their obligation to compute and
include in income the correct amount of original issue discount accruals and any
possible tax consequences to them if they should fail to do so.


                                     -136-



     If Stripped Bond Rules Apply. If the stripped bond rules apply, each
grantor trust fractional interest certificate will be treated as having been
issued with original issue discount within the meaning of Section 1273(a) of the
Internal Revenue Code. This is subject, however, to the discussion below
regarding:

     o    the treatment of some stripped bonds as market discount bonds, and

     o    de minimis market discount.

     See "--Grantor Trusts--Taxation of Owners of Grantor Trust Fractional
Interest Certificates-- Market Discount" below.

     The holder of a grantor trust fractional interest certificate will report
interest income from its grantor trust fractional interest certificate for each
month to the extent it constitutes "qualified stated interest" in accordance
with its normal method of accounting. See "REMICs--Taxation of Owners of REMIC
Regular Certificates--Original Issue Discount" in this prospectus for a
description of qualified stated interest.

     The original issue discount on a grantor trust fractional interest
certificate will be the excess of the certificate's stated redemption price over
its issue price. The issue price of a grantor trust fractional interest
certificate as to any purchaser will be equal to the price paid by that
purchaser of the grantor trust fractional interest certificate. The stated
redemption price of a grantor trust fractional interest certificate will be the
sum of all payments to be made on that certificate, other than qualified stated
interest, if any, and the certificate's share of reasonable servicing fees and
other expenses.

     See "--Grantor Trusts--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--If Stripped Bond Rules Do Not Apply" for a definition of
"qualified stated interest." In general, the amount of that income that accrues
in any month would equal the product of:

     o    the holder's adjusted basis in the grantor trust fractional interest
          certificate at the beginning of the related month, as defined in
          "--Grantor Trusts--Sales of Grantor Trust Certificates," and

     o    the yield of that grantor trust fractional interest certificate to the
          holder.

     The yield would be computed at the rate, that, if used to discount the
holder's share of future payments on the related mortgage loans, would cause the
present value of those future payments to equal the price at which the holder
purchased the certificate. This rate is compounded based on the regular interval
between payment dates. In computing yield under the stripped bond rules, a
certificateholder's share of future payments on the related mortgage loans will
not include any payments made with respect to any ownership interest in those
mortgage loans retained by us, a master servicer, a special servicer, a
sub-servicer or our or their respective affiliates, but will include the
certificateholder's share of any reasonable servicing fees and other expenses
and is based generally on the method described in Section 1272(a)(6) of the
Internal Revenue Code. The precise means of applying that method is uncertain in
various respects. See "--Grantor Trusts--Taxation of Owners of Grantor Trust
Fractional Interest Certificates--General."

     In the case of a grantor trust fractional interest certificate acquired at
a price equal to the principal amount of the related mortgage loans allocable to
that certificate, the use of a prepayment assumption generally would not have
any significant effect on the yield used in calculating accruals of interest
income. In the case, however, of a grantor trust fractional interest certificate
acquired at a price less than or greater than the principal amount,
respectively, the use of a reasonable prepayment assumption would increase or
decrease the yield. Therefore, the use of this prepayment assumption would
accelerate or decelerate, respectively, the reporting of income.


                                     -137-


     In the absence of statutory or administrative clarification, we currently
expect that information reports or returns to the IRS and certificateholders
will be based on:

     o    a prepayment assumption determined when certificates are offered and
          sold under this prospectus, which we will disclose in the related
          prospectus supplement, and

     o    a constant yield computed using a representative initial offering
          price for each class of certificates.

     However, neither we nor any other person will make any representation
that--

     o    the mortgage loans in any of our trusts will in fact prepay at a rate
          conforming to the prepayment assumption used or any other rate, or

     o    the prepayment assumption will not be challenged by the IRS on audit.

     Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports that we send, even if otherwise accepted as accurate by the IRS, will in
any event be accurate only as to the initial certificateholders of each series
who bought at that price.

     Under Treasury regulation section 1.1286-1, some stripped bonds are to be
treated as market discount bonds. Accordingly, any purchaser of that bond is to
account for any discount on the bond as market discount rather than original
issue discount. This treatment only applies, however, if immediately after the
most recent disposition of the bond by a person stripping one or more coupons
from the bond and disposing of the bond or coupon:

     o    there is no original issue discount or only a de minimis amount of
          original issue discount, or

     o    the annual stated rate of interest payable on the original bond is no
          more than one percentage point lower than the gross interest rate
          payable on the related mortgage loans, before subtracting any
          servicing fee or any stripped coupon.

     If interest payable on a grantor trust fractional interest certificate is
more than one percentage point lower than the gross interest rate payable on the
related mortgage loans, we will disclose that fact in the related prospectus
supplement. If the original issue discount or market discount on a grantor trust
fractional interest certificate determined under the stripped bond rules is less
than the product of:

     o    0.25% of the stated redemption price, and

     o    the weighted average maturity of the related mortgage loans,

then the original issue discount or market discount will be considered to be de
minimis. Original issue discount or market discount of only a de minimis amount
will be included in income in the same manner as de minimis original issue
discount and market discount described in "--Grantor Trusts--Taxation of Owners
of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Do Not
Apply" and "--Market Discount" below.

     If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a grantor
trust fractional interest certificate, the certificateholder will be required to
report its share of the interest income on the related mortgage loans in
accordance with the certificateholder's normal method of accounting. In that
case, the original issue discount rules will apply, even if


                                     -138-


the stripped bond rules do not apply, to a grantor trust fractional interest
certificate to the extent it evidences an interest in mortgage loans issued with
original issue discount.

     The original issue discount, if any, on mortgage loans will equal the
difference between:

     o    the stated redemption price of the mortgage loans, and

     o    their issue price.

     For a definition of "stated redemption price," see "--REMICs--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount" above. In
general, the issue price of a mortgage loan will be the amount received by the
borrower from the lender under the terms of the mortgage loan. If the borrower
separately pays points to the lender that are not paid for services provided by
the lender, such as commitment fees or loan processing costs, the amount of
those points paid reduces the issue price.

     The stated redemption price of a mortgage loan will generally equal its
principal amount. The determination as to whether original issue discount will
be considered to be de minimis will be calculated using the same test as in the
REMIC discussion. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above.

     In the case of mortgage loans bearing adjustable or variable interest
rates, we will describe in the related prospectus supplement the manner in which
these rules will be applied with respect to the mortgage loans by the related
trustee or master servicer, as applicable, in preparing information returns to
certificateholders and the IRS.

     If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a mortgage loan will be required to be
accrued and reported in income each month, based generally on the method
described in Section 1272(a)(6) of the Internal Revenue Code. The precise means
of applying that method is uncertain in various respects, however. See
"--Grantor Trusts--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--General."

     A purchaser of a grantor trust fractional interest certificate may purchase
the grantor trust fractional interest certificate at a cost less than the
certificate's allocable portion of the total remaining stated redemption price
of the underlying mortgage loans. In that case, the purchaser will also be
required to include in gross income the certificate's daily portions of any
original issue discount with respect to those mortgage loans. However, each
daily portion will be reduced, if the cost of the grantor trust fractional
interest certificate to the purchaser is in excess of the certificate's
allocable portion of the aggregate adjusted issue prices of the underlying
mortgage loans. The reduction will be approximately in proportion to the ratio
that the excess bears to the certificate's allocable portion of the total
original issue discount remaining to be accrued on those mortgage loans.

     The adjusted issue price of a mortgage loan on any given day equals the sum
of:

     o    the adjusted issue price or the issue price, in the case of the first
          accrual period, of the mortgage loan at the beginning of the accrual
          period that includes that day, and

     o    the daily portions of original issue discount for all days during the
          accrual period prior to that day.

     The adjusted issue price of a mortgage loan at the beginning of any accrual
period will equal:

     o    the issue price of the mortgage loan, increased by


                                     -139-



     o    the total amount of original issue discount with respect to the
          mortgage loan that accrued in prior accrual periods, and reduced by

     o    the amount of any payments made on the mortgage loan in prior accrual
          periods of amounts included in its stated redemption price.

     In the absence of statutory or administrative clarification, we currently
expect that information reports or returns to the IRS and certificateholders
will be based on:

     o    a prepayment assumption determined when the certificates are offered
          and sold under this prospectus and disclosed in the related prospectus
          supplement, and

     o    a constant yield computed using a representative initial offering
          price for each class of certificates.

     However, neither we nor any other person will make any representation
that--

     o    the mortgage loans will in fact prepay at a rate conforming to the
          prepayment assumption or any other rate, or

     o    the prepayment assumption will not be challenged by the IRS on audit.

     Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports, even if otherwise accepted as accurate by the IRS, will in any event be
accurate only as to the initial certificateholders of each series who bought at
that price.

     Market Discount. If the stripped bond rules do not apply to a grantor trust
fractional interest certificate, a certificateholder may be subject to the
market discount rules of Sections 1276 through 1278 of the Internal Revenue Code
to the extent an interest in a mortgage loan is considered to have been
purchased at a market discount. A mortgage loan is considered to have been
purchased at a market discount if--

     o    in the case of a mortgage loan issued without original issue discount,
          it is purchased at a price less than its remaining stated redemption
          price, or

     o    in the case of a mortgage loan issued with original issue discount, it
          is purchased at a price less than its adjusted issue price.

     If market discount is in excess of a de minimis amount, the holder
generally must include in income in each month the amount of the discount that
has accrued, under the rules described below, through that month that has not
previously been included in income. However, the inclusion will be limited, in
the case of the portion of the discount that is allocable to any mortgage loan,
to the payment of stated redemption price on the mortgage loan that is received
by or, for accrual method certificateholders, due to the trust in that month. A
certificateholder may elect to include market discount in income currently as it
accrues, under a constant yield method based on the yield of the certificate to
the holder, rather than including it on a deferred basis in accordance with the
foregoing. Such market discount will be accrued based generally on the method
described in Section 1272(a)(6) of the Internal Revenue Code. The precise means
of applying that method is uncertain in various respects, however. See "Grantor
Trusts--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--General."

     We recommend that certificateholders consult their own tax advisors
concerning accrual of market discount with respect to grantor trust fractional
interest certificates. Certificateholders should also refer to the


                                     -140-


related prospectus supplement to determine whether and in what manner the market
discount will apply to the underlying mortgage loans purchased at a market
discount.

     To the extent that the underlying mortgage loans provide for periodic
payments of stated redemption price, you may be required to include market
discount in income at a rate that is not significantly slower than the rate at
which that discount would be included in income if it were original issue
discount.

     Market discount with respect to mortgage loans may be considered to be de
minimis and, if so, will be includible in income under de minimis rules similar
to those described under "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above.

     Further, under the rules described under "--REMICs--Taxation of Owners of
REMIC Regular Certificates--Market Discount" above, any discount that is not
original issue discount and exceeds a de minimis amount may require the deferral
of interest expense deductions attributable to accrued market discount not yet
includible in income, unless an election has been made to report market discount
currently as it accrues. This rule applies without regard to the origination
dates of the underlying mortgage loans.

     Premium. If a certificateholder is treated as acquiring the underlying
mortgage loans at a premium, which is a price in excess of their remaining
stated redemption price, the certificateholder may elect under Section 171 of
the Internal Revenue Code to amortize the portion of that premium allocable to
mortgage loans originated after September 27, 1985 using a constant yield
method. Amortizable premium is treated as an offset to interest income on the
related debt instrument, rather than as a separate interest deduction. However,
premium allocable to mortgage loans originated before September 28, 1985 or to
mortgage loans for which an amortization election is not made, should:

     o    be allocated among the payments of stated redemption price on the
          mortgage loan, and

     o    be allowed as a deduction as those payments are made or, for an
          accrual method certificateholder, due.

     It appears that a prepayment assumption should be used in computing
amortization of premium allowable under Section 171 of the Internal Revenue Code
similar to that described for calculating the accrual of market discount of
grantor trust fractional interest certificates based generally on the method
described in Section 1272(a)(6) of the Internal Revenue Code. The precise means
of applying that method is uncertain in various respects, however. See "Grantor
Trusts--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--General."

     Taxation of Owners of Grantor Trust Strip Certificates. The stripped coupon
rules of section 1286 of the Internal Revenue Code will apply to the grantor
trust strip certificates. Except as described above under "--Grantor
Trusts--Taxation of Owners of Grantor Trust Fractional Interest Certificates--If
Stripped Bond Rules Apply," no regulations or published rulings under Section
1286 of the Internal Revenue Code have been issued and some uncertainty exists
as to how it will be applied to securities, such as the grantor trust strip
certificates. Accordingly, we recommend that you consult your tax advisors
concerning the method to be used in reporting income or loss with respect to
those certificates.

     The Treasury regulations promulgated under the original discount rules do
not apply to stripped coupons, although they provide general guidance as to how
the original issue discount sections of the Internal Revenue Code will be
applied.

     Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued in each month on the grantor trust strip
certificates based on a constant yield method. In effect, you would include


                                     -141-


as interest income in each month an amount equal to the product of your adjusted
basis in the grantor trust strip certificate at the beginning of that month and
the yield of the grantor trust strip certificate to you. This yield would be
calculated based on:

     o    the price paid for that grantor trust strip certificate by you, and

     o    the projected payments remaining to be made on that grantor trust
          strip certificate at the time of the purchase, plus

     o    an allocable portion of the projected servicing fees and expenses to
          be paid with respect to the underlying mortgage loans.

     Such yield will accrue based generally on the method described in Section
1272(a)(6) of the Internal Revenue Code. The precise means of applying that
method is uncertain in various respects, however. See "Grantor Trusts--Taxation
of Owners of Grantor Trust Fractional Interest Certificates--General."

     If the method for computing original issue discount under Section
1272(a)(6) results in a negative amount of original issue discount as to any
accrual period with respect to a grantor trust strip certificate, the amount of
original issue discount allocable to that accrual period will be zero. That is,
no current deduction of the negative amount will be allowed to you. You will
instead only be permitted to offset that negative amount against future positive
original issue discount, if any, attributable to that certificate. Although not
free from doubt, it is possible that you may be permitted to deduct a loss to
the extent his or her basis in the certificate exceeds the maximum amount of
payments you could ever receive with respect to that certificate. However, the
loss may be a capital loss, which is limited in its deductibility. The foregoing
considerations are particularly relevant to grantor trust certificates with no,
or disproportionately small, amounts of principal, which can have negative
yields under circumstances that are not default related. See "RISK FACTORS--The
Investment Performance of Your Offered Certificates Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable" above.

     The accrual of income on the grantor trust strip certificates will be
significantly slower using a prepayment assumption than if yield is computed
assuming no prepayments. In the absence of statutory or administrative
clarification, we currently expect that information returns or reports to the
IRS and certificateholders will be based on:

     o    the prepayment assumption we will disclose in the related prospectus
          supplement, and

     o    a constant yield computed using a representative initial offering
          price for each class of certificates.

     However, neither we nor any other person will make any representation
that--

     o    the mortgage loans in any of our trusts will in fact prepay at a rate
          conforming to the prepayment assumption or at any other rate or

     o    the prepayment assumption will not be challenged by the IRS on audit.

     We recommend that prospective purchasers of the grantor trust strip
certificates consult their tax advisors regarding the use of the prepayment
assumption.


                                     -142-


     Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports, even if otherwise accepted as accurate by the IRS, will in any event be
accurate only as to the initial certificateholders of each series who bought at
that price.

     Sales of Grantor Trust Certificates. Any gain or loss recognized on the
sale or exchange of a grantor trust certificate by an investor who holds that
certificate as a capital asset, will be capital gain or loss, except as
described below in this "--Sales of Grantor Trust Certificates" subsection. The
amount recognized equals the difference between:

     o    the amount realized on the sale or exchange of a grantor trust
          certificate, and

     o    its adjusted basis.

     The adjusted basis of a grantor trust certificate generally will equal:

     o    its cost, increased by

     o    any income reported by the seller, including original issue discount
          and market discount income, and reduced, but not below zero, by

     o    any and all previously reported losses, amortized premium, and
          payments with respect to that grantor trust certificate.

     As of the date of this prospectus, the Internal Revenue Code provides for
lower rates as to long-term capital gains than those applicable to the
short-term capital gains and ordinary income realized or received by
individuals. No similar rate differential exists for corporations. In addition,
the distinction between a capital gain or loss and ordinary income or loss
remains relevant for other purposes.

     Gain or loss from the sale of a grantor trust certificate may be partially
or wholly ordinary and not capital in some circumstances. Gain attributable to
accrued and unrecognized market discount will be treated as ordinary income.
Gain or loss recognized by banks and other financial institutions subject to
Section 582(c) of the Internal Revenue Code will be treated as ordinary income.

     Furthermore, a portion of any gain that might otherwise be capital gain may
be treated as ordinary income to the extent that the grantor trust certificate
is held as part of a "conversion transaction" within the meaning of Section 1258
of the Internal Revenue Code. A conversion transaction generally is one in which
the taxpayer has taken two or more positions in the same or similar property
that reduce or eliminate market risk, if substantially all of the taxpayer's
return is attributable to the time value of the taxpayer's net investment in the
transaction. The amount of gain realized in a conversion transaction that is
recharacterized as ordinary income generally will not exceed the amount of
interest that would have accrued on the taxpayer's net investment at 120% of the
appropriate applicable Federal rate at the time the taxpayer enters into the
conversion transaction, subject to appropriate reduction for prior inclusion of
interest and other ordinary income items from the transaction.

     The Internal Revenue Code requires the recognition of gain upon the
constructive sale of an appreciated financial position. A constructive sale of
an appreciated financial position occurs if a taxpayer enters into a transaction
or series of transactions that have the effect of substantially eliminating the
taxpayer's risk of loss and opportunity for gain with respect to the financial
instrument. Debt instruments that--

     o    entitle the holder to a specified principal amount,

     o    pay interest at a fixed or variable rate, and



                                     -143-


     o    are not convertible into the stock of the issuer or a related party,

cannot be the subject of a constructive sale for this purpose. Because most
grantor trust certificates meet this exception, this Section will not apply to
most grantor trust certificates. However, some grantor trust certificates have
no, or a disproportionately small amount of, principal and these certificates
can be the subject of a constructive sale.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the relevant taxable year. This election
would be done for purposes of the rule that limits the deduction of interest on
indebtedness incurred to purchase or carry property held for investment to a
taxpayer's net investment income.

     Grantor Trust Reporting. Unless otherwise provided in the related
prospectus supplement, the related tax administrator will furnish or make
readily available through electronic means to each holder of a grantor trust
certificate with each payment a statement setting forth the amount of the
payment allocable to principal on the underlying mortgage loans and to interest
on those loans at the related pass-through rate. In addition, the related tax
administrator will furnish, within a reasonable time after the end of each
calendar year, to each person or entity that was the holder of a grantor trust
certificate at any time during that year, information regarding:

     o    the amount of servicing compensation received by a master servicer or
          special servicer, and

     o    all other customary factual information the reporting party deems
          necessary or desirable to enable holders of the related grantor trust
          certificates to prepare their tax returns.

     The reporting party will furnish comparable information to the IRS as and
when required by law to do so.

     Because the rules for accruing discount and amortizing premium with respect
to grantor trust certificates are uncertain in various respects, there is no
assurance the IRS will agree with the information reports of those items of
income and expense. Moreover, those information reports, even if otherwise
accepted as accurate by the IRS, will in any event be accurate only as to the
initial certificateholders that bought their certificates at the representative
initial offering price used in preparing the reports.

     On June 20, 2002, the Treasury Department published proposed regulations,
which will, when effective, establish a reporting framework for interests in
"widely held fixed investment trusts" that will place the responsibility of
reporting on the person in the ownership chain who holds an interest for a
beneficial owner. A widely-held fixed investment trust is defined as any entity
classified as a "trust" under Treasury regulation Section 301.7701-4(c) in which
any interest is held by a middleman, which includes, but is not limited to:

     o    a custodian of a person's account,

     o    a nominee, and

     o    a broker holding an interest for a customer in street name.

     These regulations are proposed to be effective on January 1, 2004.

     Backup Withholding. In general, the rules described under "--REMICs--Backup
Withholding with Respect to REMIC Certificates" above will also apply to grantor
trust certificates.

     Foreign Investors. In general, the discussion with respect to REMIC regular
certificates under "--REMICs--Foreign Investors in REMIC Certificates" above
applies to grantor trust certificates. However, unless


                                     -144-


we otherwise specify in the related prospectus supplement, grantor trust
certificates will be eligible for exemption from U.S. withholding tax, subject
to the conditions described in the discussion above, only to the extent the
related mortgage loans were originated after July 18, 1984.

     To the extent that interest on a grantor trust certificate would be exempt
under Sections 871(h)(1) and 881(c) of the Internal Revenue Code from United
States withholding tax, and the certificate is not held in connection with a
certificateholder's trade or business in the United States, the certificate will
not be subject to United States estate taxes in the estate of a nonresident
alien individual.


                        STATE AND OTHER TAX CONSEQUENCES

     In addition to the federal income tax consequences described in "FEDERAL
INCOME TAX CONSEQUENCES," potential investors should consider the state and
local tax consequences concerning the offered certificates. State tax law may
differ substantially from the corresponding federal law, and the discussion
above does not purport to describe any aspect of the tax laws of any state or
other jurisdiction. Therefore, we recommend that prospective investors consult
their tax advisors with respect to the various tax consequences of investments
in the offered certificates.


                              ERISA CONSIDERATIONS

GENERAL

     The following description is general in nature, is not intended to be
all-inclusive, is based on the law and practice existing at the date of this
document and is subject to any subsequent changes therein. In view of the
individual nature of ERISA and Internal Revenue Code consequences, each
potential investor that is a Plan is advised to consult its own legal advisor
with respect to the specific ERISA and Internal Revenue Code consequences of
investing in the offered certificates and to make its own independent decision.
The following is merely a summary and should not be construed as legal advice.

     ERISA imposes various requirements on--

     o    ERISA Plans, and

     o    persons that are fiduciaries with respect to ERISA Plans,

in connection with the investment of the assets of an ERISA Plan. For purposes
of this discussion, ERISA Plans include corporate pension and profit sharing
plans as well as separate accounts and collective investment funds, including as
applicable, insurance company general accounts, in which other ERISA Plans are
invested.

     Governmental plans and, if they have not made an election under Section
410(d) of the Internal Revenue Code, church plans are not subject to ERISA
requirements. However, those plans may be subject to provisions of other
applicable federal or state law that are materially similar to the provisions of
ERISA or the Internal Revenue Code discussed in this section. Any of those plans
which is qualified and exempt from taxation under Sections 401(a) and 501(a) of
the Internal Revenue Code, moreover, is subject to the prohibited transaction
rules in Section 503 of the Internal Revenue Code.

     ERISA imposes general fiduciary requirements on a fiduciary that is
investing the assets of an ERISA Plan, including--

     o    investment prudence and diversification, and



                                     -145-


     o    compliance with the investing ERISA Plan's governing documents.

     Section 406 of ERISA also prohibits a broad range of transactions involving
the assets of an ERISA Plan and a Party in Interest with respect to that ERISA
Plan, unless a statutory, regulatory or administrative exemption exists. Section
4975 of the Internal Revenue Code contains similar prohibitions applicable to
the assets of an I.R.C. Plan.

     The types of transactions between Plans and Parties in Interest that are
prohibited include:

     o    sales, exchanges or leases of property;

     o    loans or other extensions of credit; and

     o    the furnishing of goods and services.

     Parties in Interest that participate in a prohibited transaction may be
subject to an excise tax imposed under Section 4975 of the Internal Revenue Code
or a penalty imposed under Section 502(i) of ERISA, unless a statutory,
regulatory or administrative exemption is available. In addition, the persons
involved in the prohibited transaction may have to cancel the transaction and
pay an amount to the affected Plan for any losses realized by that Plan or
profits realized by those persons. In addition, individual retirement accounts
involved in the prohibited transaction may be disqualified, resulting in adverse
tax consequences to the owner of the account.

PLAN ASSET REGULATIONS

     A Plan's investment in offered certificates may cause the underlying
mortgage assets and other assets of the related trust to be deemed assets of
that Plan. The Plan Asset Regulation provides that when a Plan acquires an
equity interest in an entity, the assets of the Plan include both the equity
interest and an undivided interest in each of the underlying assets of the
entity, unless an exception applies. One exception is that the equity
participation in the entity by benefit plan investors, which include both Plans
and employee benefit plans not subject to ERISA or Section 4975 of the Internal
Revenue Code, is not significant. The equity participation by benefit plan
investors will be significant on any date if 25% or more of the value of any
class of equity interests in the entity is held by benefit plan investors. The
percentage owned by benefit plan investors is determined by excluding the
investments of the following persons:

     1.   those with discretionary authority or control over the assets of the
          entity,

     2.   those who provide investment advice directly or indirectly for a fee
          with respect to the assets of the entity, and

     3.   those who are affiliates of the persons described in the preceding
          clauses 1. and 2.

     In the case of one of our trusts, investments by us, by the related
trustee, the related master servicer, the related special servicer or any other
party with discretionary authority over the related trust assets, or by the
affiliates of these persons, will be excluded.

     A fiduciary of an investing Plan is any person who--

     o    has discretionary authority or control over the management or
          disposition of the assets of the Plan, or

     o    provides investment advice with respect to the assets of the Plan for
          a fee.

                                     -146-


     If the mortgage and other assets included in one of our trusts are Plan
assets, then any party exercising management or discretionary control regarding
those assets, such as the related trustee, master servicer or special servicer,
or affiliates of any of these parties, may be--

     o    deemed to be a fiduciary with respect to the investing Plan, and

     o    subject to the fiduciary responsibility provisions of ERISA.

In addition, if the mortgage and other assets included in one of our trusts are
Plan assets, then the operation of that trust may involve prohibited
transactions under ERISA or Section 4975 of the Internal Revenue Code. For
example, if a borrower with respect to a mortgage loan in that trust is a Party
in Interest to an investing Plan, then the purchase by that Plan of offered
certificates evidencing interests in that trust could be a prohibited loan
between that Plan and the Party in Interest.

     The Plan Asset Regulation provides that when a Plan purchases a "guaranteed
governmental mortgage pool certificate", the assets of the Plan include the
certificate but do not include any of the mortgages underlying the certificate.
The Plan Asset Regulation includes in the definition of a "guaranteed
governmental mortgage pool certificate" some certificates issued and/or
guaranteed by Freddie Mac, Ginnie Mae or Fannie Mae. Accordingly, even if these
types of mortgaged-backed securities were deemed to be assets of a Plan, the
underlying mortgages would not be treated as assets of that Plan. Private label
mortgage participations, mortgage pass-through certificates or other
mortgage-backed securities are not "guaranteed governmental mortgage pool
certificates" within the meaning of the Plan Asset Regulation.

     In addition, the acquisition or holding of offered certificates by or on
behalf of a Plan could give rise to a prohibited transaction if we or the
related trustee, master servicer or special servicer or any related underwriter,
sub-servicer, tax administrator, manager, borrower or obligor under any credit
enhancement mechanism, or one of their affiliates, is or becomes a Party in
Interest with respect to an investing Plan.

     If you are the fiduciary of a Plan, you should consult your counsel and
review the ERISA discussion in the related prospectus supplement before
purchasing any offered certificates on behalf of or with assets of the Plan.

PROHIBITED TRANSACTION EXEMPTIONS

     If you are a Plan fiduciary, then, in connection with your deciding whether
to purchase any of the offered certificates on behalf of, or with assets of, a
Plan, you should consider the availability of one of the following prohibited
transaction class exemptions issued by the U.S. Department of Labor:

     o    Prohibited Transaction Class Exemption 75-1, which exempts particular
          transactions involving Plans and broker-dealers, reporting dealers and
          banks;

     o    Prohibited Transaction Class Exemption 90-1, which exempts particular
          transactions between insurance company separate accounts and Parties
          in Interest;

     o    Prohibited Transaction Class Exemption 91-38, which exempts particular
          transactions between bank collective investment funds and Parties in
          Interest;

     o    Prohibited Transaction Class Exemption 84-14, which exempts particular
          transactions effected on behalf of an ERISA Plan by a "qualified
          professional asset manager";



                                     -147-


     o    Prohibited Transaction Class Exemption 95-60, which exempts particular
          transactions between insurance company general accounts and Parties in
          Interest; and

     o    Prohibited Transaction Class Exemption 96-23, which exempts particular
          transactions effected on behalf of an ERISA Plan by an "in-house asset
          manager".

     We cannot provide any assurance that any of these class exemptions will
apply with respect to any particular investment by or on behalf of a Plan in any
class of offered certificates. Furthermore, even if any of them were deemed to
apply, that particular class exemption may not apply to all transactions that
could occur in connection with the investment. The prospectus supplement with
respect to the offered certificates of any series may contain additional
information regarding the availability of other exemptions with respect to those
certificates.

UNDERWRITER'S EXEMPTION

     It is expected that Merrill Lynch, Pierce, Fenner & Smith Incorporated will
be the sole underwriter or the lead or co-lead managing underwriter in each
underwritten offering of certificates made by this prospectus. The U.S.
Department of Labor issued PTE 90-29 to Merrill Lynch, Pierce, Fenner & Smith
Incorporated. Subject to the satisfaction of the conditions specified in that
exemption, PTE 90-29, as most recently amended by PTE 2002-41, generally exempts
from the application of the prohibited transaction provisions of ERISA and
Section 4975 of the Internal Revenue Code, various transactions relating to,
among other things--

     o    the servicing and operation of some mortgage asset pools, such as the
          types of mortgage asset pools that will be included in our trusts, and

     o    the purchase, sale and holding of some certificates such as particular
          classes of the offered certificates that evidence interests in those
          pools and are underwritten by Merrill Lynch, Pierce, Fenner & Smith
          Incorporated or any person affiliated with Merrill Lynch, Pierce,
          Fenner & Smith Incorporated.

     The related prospectus supplement will state whether PTE 90-29 is or may be
available with respect to any offered certificates underwritten by Merrill
Lynch, Pierce, Fenner & Smith Incorporated.

INSURANCE COMPANY GENERAL ACCOUNTS

     Section 401(c) of ERISA provides that the fiduciary and prohibited
transaction provisions of ERISA and the Internal Revenue Code do not apply to
transactions involving an insurance company general account where the assets of
the general account are not Plan assets. A Department of Labor regulation issued
under Section 401(c) of ERISA provides guidance for determining, in cases where
insurance policies supported by an insurer's general account are issued to or
for the benefit of a Plan on or before December 31, 1998, which general account
assets are Plan assets. That regulation generally provides that, if the
specified requirements are satisfied with respect to insurance policies issued
on or before December 31, 1998, the assets of an insurance company general
account will not be Plan assets.

     Any assets of an insurance company general account which support insurance
policies issued to a Plan after December 31, 1998, or issued to a Plan on or
before December 31, 1998 for which the insurance company does not comply with
the requirements set forth in the Department of Labor regulation under Section
401(c) of ERISA, may be treated as Plan assets. In addition, because Section
401(c) of ERISA and the regulation issued under Section 401(c) of ERISA do not
relate to insurance company separate accounts, separate account assets are still
treated as Plan assets of Plans invested in the separate account. If you are an
insurance company and you are


                                     -148-


contemplating the investment of general account assets in offered certificates,
you should consult your legal counsel as to the applicability of Section 401(c)
of ERISA.

CONSULTATION WITH COUNSEL

     If you are a fiduciary of a Plan and you intend to purchase offered
certificates on behalf of or with assets of that Plan, you should:

     o    consider your general fiduciary obligations under ERISA, and

     o    consult with your legal counsel as to--

          1.   the potential applicability of ERISA and Section 4975 of the
               Internal Revenue Code to that investment, and

          2.   the availability of any prohibited transaction exemption in
               connection with that investment.

TAX EXEMPT INVESTORS

     A Plan that is exempt from federal income taxation under Section 501 of the
Internal Revenue Code will be subject to federal income taxation to the extent
that its income is "unrelated business taxable income" within the meaning of
Section 512 of the Internal Revenue Code. All excess inclusions of a REMIC
allocated to a REMIC residual certificate held by a tax-exempt Plan will be
considered unrelated business taxable income and will be subject to federal
income tax.

     See "FEDERAL INCOME TAX CONSEQUENCES--REMICs--Taxation of Owners of REMIC
Residual Certificates--Excess Inclusions" in this prospectus.


                                LEGAL INVESTMENT

     If and to the extent specified in the related prospectus supplement,
certain classes of the offered certificates of any series will constitute
mortgage related securities for purposes of the Secondary Mortgage Market
Enhancement Act of 1984, as amended.

     Generally, the only classes of offered certificates that will qualify as
"mortgage related securities" will be those that: (1) are rated in one of two
highest rating categories by at least one nationally recognized statistical
rating organization; and (2) are part of a series evidencing interests in a
trust fund consisting of loans originated by certain types of originators
specified in SMMEA and secured by first liens on real estate. The appropriate
characterization of offered certificates not qualifying as "mortgage related
securities" for purposes of SMMEA under various legal investment restrictions,
and thus the ability of investors subject to these restrictions to purchase such
certificates, may be subject to significant interpretive uncertainties. All
investors whose investment activities are subject to legal investment laws and
regulations, regulatory capital requirements, or review by regulatory
authorities should consult with their own legal advisors in determining whether
and to what extent the offered certificates constitute legal investments for
them.

     Mortgage related securities are legal investments for persons, trusts,
corporations, partnerships, associations, business trusts, and business
entities, including depository institutions, insurance companies, trustees and
pension funds--

     o    that are created or existing under the laws of the United States or
          any state, including the District of Columbia and Puerto Rico, and



                                     -149-


     o    whose authorized investments are subject to state regulations,

to the same extent that, under applicable law, obligations issued by or
guaranteed as to principal and interest by the United States or any of its
agencies or instrumentalities are legal investments for those entities.

     Under SMMEA, a number of states enacted legislation, on or prior to the
October 3, 1991 cut-off for those enactments, limiting to various extents the
ability of some entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to include,
in relevant part, certificates satisfying the rating and qualified originator
requirements for "mortgage related securities," but evidencing interests in a
trust fund consisting, in whole or in part, of first liens on one or more
parcels of real estate upon which are located one or more commercial structures,
states were authorized to enact legislation, on or before September 23, 2001,
specifically referring to Section 347 and prohibiting or restricting the
purchase, holding or investment by state-regulated entities in those types of
certificates. Accordingly, the investors affected by any state legislation
overriding the preemptive effect of SMMEA will be authorized to invest in
offered certificates qualifying as "mortgage related securities" only to the
extent provided in that legislation.

     SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows:

     o    federal savings and loan associations and federal savings banks may
          invest in, sell or otherwise deal in mortgage related securities
          without limitation as to the percentage of their assets represented by
          those securities; and

     o    federal credit unions may invest in mortgage related securities and
          national banks may purchase mortgage related securities for their own
          account without regard to the limitations generally applicable to
          investment securities prescribed in 12 U.S.C. ss. 24 (Seventh),

subject in each case to the regulations that the applicable federal regulatory
authority may prescribe.

     Effective December 31, 1996, the OCC amended 12 C.F.R. Part 1 to authorize
national banks to purchase and sell for their own account, without limitation as
to a percentage of the bank's capital and surplus, but subject to compliance
with certain general standards concerning "safety and soundness" and retention
of credit information in 12 C.F.R. ss. 1.5, some Type IV securities, which are
defined in 12 C.F.R. ss. 1.2(m) to include certain commercial mortgage-related
securities and residential mortgage-related securities. As defined, "commercial
mortgage-related security" and "residential mortgage-related security" mean, in
relevant part, a mortgage related security within the meaning of SMMEA, provided
that, in the case of a commercial mortgage-related security, it "represents
ownership of a promissory note or certificate of interest or participation that
is directly secured by a first lien on one or more parcels of real estate upon
which one or more commercial structures are located and that is fully secured by
interests in a pool of loans to numerous obligors." In the absence of any rule
or administrative interpretation by the OCC defining the term "numerous
obligors," we make no representation as to whether any class of offered
certificates will qualify as commercial mortgage-related securities, and thus as
Type IV securities, for investment by national banks.

     The NCUA has adopted rules, codified at 12 C.F.R. Part 703, which permit
federal credit unions to invest in mortgage related securities (other than
stripped mortgage related securities, residual interests in mortgage related
securities and commercial mortgage related securities) under limited
circumstances, subject to compliance with general rules governing investment
policies and practices; however, credit unions approved for the NCUA's
"investment pilot program" under 12 C.F.R. ss. 703.19 may be able to invest in
those prohibited forms of


                                     -150-


securities, while "RegFlex credit unions" may invest in commercial mortgage
related securities under certain conditions pursuant to 12 C.F.R. ss.
742.4(b)(2).

     The OTS has issued Thrift Bulletin 13a (December 1, 1998), "Management of
Interest Rate Risk, Investment Securities, and Derivatives Activities," and
Thrift Bulletin 73a (December 18, 2001), "Investing in Complex Securities,"
which thrift institutions subject to the jurisdiction of the OTS should consider
before investing in any of the offered certificates.

     All depository institutions considering an investment in the offered
certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" of the Federal Financial
Institutions Examination Council, which has been adopted by the Board of
Governors of the Federal Reserve System, the FDIC, the OCC and the OTS effective
May 26, 1998, and by the NCUA effective October 1, 1998. That statement sets
forth general guidelines which depository institutions must follow in managing
risks, including market, credit, liquidity, operational (transaction), and legal
risks, applicable to all securities, including mortgage pass-through securities
and mortgage-derivative products used for investment purposes.

     Investors whose investment activities are subject to regulation by federal
or state authorities should review rules, policies, and guidelines adopted from
time to time by those authorities before purchasing any offered certificates, as
certain classes may be deemed unsuitable investments, or may otherwise be
restricted, under those rules, policies, or guidelines (in certain instances
irrespective of SMMEA).

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines, or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions that
may restrict or prohibit investment in securities that are not
"interest-bearing" or "income-paying," and, with regard to any offered
certificates issued in book-entry form, provisions that may restrict or prohibit
investments in securities that are issued in book-entry form.

     Except as to the status of some classes as "mortgage related securities,"
we make no representations as to the proper characterization of any class of
offered certificates for legal investment, financial institution regulatory or
other purposes. Also, we make no representations as to the ability of particular
investors to purchase any class of offered certificates under applicable legal
investment restrictions. These uncertainties (and any unfavorable future
determinations concerning legal investment or financial institution regulatory
characteristics of the certificates) may adversely affect the liquidity of any
class of offered certificates. Accordingly, if your investment activities are
subject to legal investment laws and regulations, regulatory capital
requirements or review by regulatory authorities, you should consult with your
legal advisor in determining whether and to what extent--

     o the offered certificates of any class and series constitute legal
investments or are subject to investment, capital or other restrictions; and

     o if applicable, SMMEA has been overridden in your state.


                                 USE OF PROCEEDS

     Unless otherwise specified in the related prospectus supplement, the net
proceeds to be received from the sale of the offered certificates of any series
will be applied by us to the purchase of assets for the related trust or will be
used by us to cover expenses related to that purchase and the issuance of those
certificates. We expect to sell the offered certificates from time to time, but
the timing and amount of offerings of those certificates will depend on a number
of factors, including the volume of mortgage assets acquired by us, prevailing
interest rates, availability of funds and general market conditions.



                                     -151-

                             METHOD OF DISTRIBUTION

     The certificates offered by this prospectus and the related prospectus
supplements will be offered in series through one or more of the methods
described in the next paragraph. The prospectus supplement prepared for the
offered certificates of each series will describe the method of offering being
utilized for those certificates and will state the net proceeds to us from the
sale of those certificates.

     We intend that offered certificates will be offered through the following
methods from time to time. We further intend that offerings may be made
concurrently through more than one of these methods or that an offering of the
offered certificates of a particular series may be made through a combination of
two or more of these methods. The methods are as follows:

     1.   by negotiated firm commitment or best efforts underwriting and public
          offering by one or more underwriters specified in the related
          prospectus supplement;

     2.   by placements by us with institutional investors through dealers; and

     3.   by direct placements by us with institutional investors.

     In addition, if specified in the related prospectus supplement, the offered
certificates of a series may be offered in whole or in part to the seller of the
mortgage assets that would back those certificates. Furthermore, the related
trust assets for any series of offered certificates may include other
securities, the offering of which was registered under the registration
statement of which this prospectus is a part.

     If underwriters are used in a sale of any offered certificates, other than
in connection with an underwriting on a best efforts basis, the offered
certificates will be acquired by the underwriters for their own account. These
certificates may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying
prices to be determined at the time of sale or at the time of commitment
therefor. The managing underwriter or underwriters with respect to the offer and
sale of offered certificates of a particular series will be described on the
cover of the prospectus supplement relating to the series and the members of the
underwriting syndicate, if any, will be named in the relevant prospectus
supplement.

     Underwriters may receive compensation from us or from purchasers of the
offered certificates in the form of discounts, concessions or commissions.
Underwriters and dealers participating in the payment of the offered
certificates may be deemed to be underwriters in connection with those
certificates. In addition, any discounts or commissions received by them from us
and any profit on the resale of those offered certificates by them may be deemed
to be underwriting discounts and commissions under the Securities Act of 1933,
as amended.

     It is anticipated that the underwriting agreement pertaining to the sale of
the offered certificates of any series will provide that--

     o    the obligations of the underwriters will be subject to various
          conditions precedent,

     o    the underwriters will be obligated to purchase all the certificates if
          any are purchased, other than in connection with an underwriting on a
          best efforts basis, and

     o    in limited circumstances, we will indemnify the several underwriters
          and the underwriters will indemnify us against civil liabilities
          relating to disclosure in our registration statement, this prospectus
          or any of the related prospectus supplements, including liabilities
          under the Securities Act of 1933, as amended, or will contribute to
          payments required to be made with respect to any liabilities.


                                     -152-


     The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of the offering
and any agreements to be entered into between us and purchasers of offered
certificates of that series.

     We anticipate that the offered certificates will be sold primarily to
institutional investors. Purchasers of offered certificates, including dealers,
may, depending on the facts and circumstances of the purchases, be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, in
connection with reoffers and sales by them of offered certificates. Holders of
offered certificates should consult with their legal advisors in this regard
prior to any reoffer or sale.

     It is expected that Merrill Lynch, Pierce, Fenner & Smith Incorporated will
be the sole underwriter or the lead or co-lead managing underwriter in each
underwritten offering of certificates made by this prospectus. Merrill Lynch,
Pierce, Fenner & Smith Incorporated is an affiliate of Merrill Lynch Mortgage
Investors, Inc.


                                  LEGAL MATTERS

     Unless otherwise specified in the related prospectus supplement, particular
legal matters in connection with the certificates of each series, including some
federal income tax consequences, will be passed upon for us by--

     o    Sidley Austin Brown & Wood LLP;

     o    Latham & Watkins LLP; or

     o    Cadwalader, Wickersham & Taft LLP.


                              FINANCIAL INFORMATION

     A new trust will be formed with respect to each series of offered
certificates. None of those trusts will engage in any business activities or
have any assets or obligations prior to the issuance of the related series of
offered certificates. Accordingly, no financial statements with respect to any
trust will be included in this prospectus or in the related prospectus
supplement. We have determined that our financial statements will not be
material to the offering of any offered certificates.


                                     RATING

     It is a condition to the issuance of any class of offered certificates
that, at the time of issuance, at least one nationally recognized statistical
rating organization has rated those certificates in one of its generic rating
categories which signifies investment grade. Typically, the four highest rating
categories, within which there may be sub-categories or gradations indicating
relative standing, signify investment grade.

     Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders of all payments of interest and/or principal to which
they are entitled. These ratings address the structural, legal and
issuer-related aspects associated with the certificates, the nature of the
underlying mortgage assets and the credit quality of any third-party credit
enhancer. The rating(s) on a class of offered certificates will not represent
any assessment of--

     o    whether the price paid for those certificates is fair;

     o    whether those certificates are a suitable investment for any
          particular investor;


                                     -153-


     o    the tax attributes of those certificates or of the related trust;

     o    the yield to maturity or, if they have principal balances, the average
          life of those certificates;

     o    the likelihood or frequency of prepayments of principal on the
          underlying mortgage loans;

     o    the degree to which the amount or frequency of prepayments on the
          underlying mortgage loans might differ from those originally
          anticipated;

     o    whether or to what extent the interest payable on those certificates
          may be reduced in connection with interest shortfalls resulting from
          the timing of voluntary prepayments;

     o    the likelihood that any amounts other than interest at the related
          mortgage interest rates and principal will be received with respect to
          the underlying mortgage loans; or

     o    if those certificates provide solely or primarily for payments of
          interest, whether the holders, despite receiving all payments of
          interest to which they are entitled, would ultimately recover their
          initial investments in those certificates.

     A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.


                                     -154-




                                    GLOSSARY

     The following capitalized terms will have the respective meanings assigned
to them in this glossary whenever they are used in this prospectus.

     "ADA" means the Americans with Disabilities Act of 1990, as amended.

     "CERCLA" means the federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

     "Committee Report" means the Conference Committee Report accompanying the
Tax Reform Act of 1986.

     "CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then outstanding principal
balance of a pool of mortgage loans for the life of those loans.

     "Disqualified Organization" means:

     o    the United States,

     o    any State or political subdivision of the United States,

     o    any foreign government,

     o    any international organization,

     o    any agency or instrumentality of the foregoing, except for
          instrumentalities described in Section 168(h)(2)(D) of the Internal
          Revenue Code or the Freddie Mac,

     o    any organization, other than a cooperative described in Section 521 of
          the Internal Revenue Code, that is exempt from federal income tax,
          except if it is subject to the tax imposed by Section 511 of the
          Internal Revenue Code, or

     o    any organization described in Section 1381(a)(2)(C) of the Internal
          Revenue Code.

     "Electing Large Partnership" means any partnership having more than 100
members during the preceding tax year which elects to apply simplified reporting
provisions under the Internal Revenue Code, except for some service partnerships
and commodity pools.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA Plan" means any employee benefit plan that is subject to the
fiduciary responsibility provisions of ERISA.

     "Euroclear Operator" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear System, or any successor entity.

     "Euroclear Terms and Conditions" means the Terms and Conditions Governing
Use of Euroclear and the related Operating Procedures of the Euroclear System
and, to the extent that it applies to the operation of the Euroclear System,
Belgian law.



                                     -155-


     "Fannie Mae" means the Federal National Mortgage Association.

     "FDIC" means the Federal Deposit Insurance Corporation.

     "Financial Intermediary" means a brokerage firm, bank, thrift institution
or other financial intermediary that maintains an account of a beneficial owner
of securities.

     "Freddie Mac" means the Federal Home Loan Mortgage Corporation.

     "Ginnie Mae" means the Government National Mortgage Association.

     "Governing Document" means the pooling and servicing agreement or other
similar agreement or collection of agreements, which governs the issuance of a
series of offered certificates.

     "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended.

     "I.R.C. Plan" means a plan, arrangement or account that is subject to
Section 4975 of the Internal Revenue Code, including individual retirement
accounts and certain Keogh plans.

     "IRS" means the Internal Revenue Service.

     "Lender Liability Act" means the Asset Conservation Lender Liability and
Deposit Insurance Act of 1996, as amended.

     "Net Income From Foreclosure Property" means income from foreclosure
property other than qualifying rents and other qualifying income for a REIT.

     "NCUA" means the National Credit Union Administration.

     "OCC" means the Office of the Comptroller of the Currency.

     "OTS" means the Office of Thrift Supervision.

     "Party In Interest" means any person that is a "party in interest" within
the meaning of Section 3(14) of ERISA or a "disqualified person" within the
meaning of Section 4975(e)(2) of the Internal Revenue Code.

     "Pass-Through Entity" means any:

     o    regulated investment company,

     o    real estate investment trust,

     o    trust,

     o    partnership, or

     o    other entities described in Section 860E(e)(6) of the Internal Revenue
          Code.

     "Plan" means an ERISA Plan or an I.R.C. Plan.

     "Plan Asset Regulation" means U.S. Department of Labor Regulation Section
2510.3-101 promulgated under ERISA.


                                     -156-


     "PTE" means a Prohibited Transaction Exemption issued by the U.S.
Department of Labor, as it may be amended from time to time, or any successor
thereto.

     "REIT" means a real estate investment trust within the meaning of Section
856(a) of the Internal Revenue Code.

     "Relief Act" means the Servicemembers Civil Relief Act, as amended.

     "REMIC" means a real estate mortgage investment conduit, within the meaning
of, and formed in accordance with, the Tax Reform Act of 1986 and Sections 860A
through 860G of the Internal Revenue Code.

     "REMIC IO" means a REMIC that is entitled to only a specified portion of
the interest in respect of one or more mortgage loans held by the REMIC.

     "Safe Harbor Regulations" means the final Treasury regulations issued on
July 18, 2002.

     "SEC" means the Securities and Exchange Commission.

     "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.

     "SPA" means standard prepayment assumption.

     "UCC" means, for any jurisdiction, the Uniform Commercial Code as in effect
in that jurisdiction.

     "U.S. Person" means:

     o    a citizen or resident of the United States;

     o    a corporation, partnership or other entity created or organized in, or
          under the laws of, the United States, any state or the District of
          Columbia;

     o    an estate whose income from sources without the United States is
          includible in gross income for United States federal income tax
          purposes regardless of its connection with the conduct of a trade or
          business in the United States; or

     o    a trust as to which--

          1.   a court in the United States is able to exercise primary
               supervision over the administration of the trust, and

          2.   one or more United States persons have the authority to control
               all substantial decisions of the trust.

     In addition, to the extent provided in the Treasury regulations, a trust
will be a U.S. Person if it was in existence on August 20, 1996 and it elected
to be treated as a U.S. Person.


                                     -157-






                      [THIS PAGE INTENTIONALLY LEFT BLANK]


























The attached diskette contains one spreadsheet file that can be put on a
user-specified hard drive or network drive. This spreadsheet file is "MLMT
2005-CIP1.xls". The spreadsheet file "MLMT 2005-CIP1.xls" is a Microsoft
Excel(1), Version 5.0 spreadsheet. The file provides, in electronic format, some
of the statistical information that appears under the caption "Description of
the Mortgage Pool" in this prospectus supplement and on Annexes A-1, A-2 and B
to this prospectus supplement. Defined terms used, but not otherwise defined, in
the spreadsheet file will have the respective meanings assigned to them in the
glossary to this prospectus supplement. All the information contained in the
spreadsheet file is subject to the same limitations and qualifications contained
in this prospectus supplement. Prospective investors are strongly urged to read
this prospectus supplement and the accompanying prospectus in their respective
entireties prior to accessing the spreadsheet file.

----------
(1)  Microsoft Excel is a registered trademark of Microsoft Corporation.

================================================================================
     Until November 16, 2005, all dealers that effect transactions in the
offered certificates, whether or not participating in this distribution, may be
required to deliver a prospectus supplement and the accompanying prospectus.
This is in addition to the obligation of dealers acting as underwriters to
deliver a prospectus supplement and the accompanying prospectus with respect to
their unsold allotments and subscriptions.





                                 $1,884,497,000
                                 (Approximate)


                     MERRILL LYNCH MORTGAGE TRUST 2005-CIP1
                                   as Issuer


        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1


                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                 as Depositor


                      MERRILL LYNCH MORTGAGE LENDING, INC.
                COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE, INC.
                          IXIS REAL ESTATE CAPITAL INC.
                         PNC BANK, NATIONAL ASSOCIATION
                            as Mortgage Loan Sellers







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

                              PROSPECTUS SUPPLEMENT

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










                               MERRILL LYNCH & CO.

                       COUNTRYWIDE SECURITIES CORPORATION

                          IXIS SECURITIES NORTH AMERICA

                            PNC CAPITAL MARKETS, INC.

                               WACHOVIA SECURITIES




                                 August 11, 2005

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