Exhibit 99.3
                                                               EXECUTION VERSION

                        MORTGAGE LOAN PURCHASE AGREEMENT

          This Mortgage Loan Purchase Agreement, dated as of August 11, 2005
(this "Agreement"), is entered into between IXIS Real Estate Capital Inc. (the
"Seller") and Merrill Lynch Mortgage Investors, Inc. (the "Purchaser").

          The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of August 1, 2005 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, Midland Loan Services, Inc. as
master servicer (in such capacity, the "Master Servicer"), LNR Partners, Inc. as
special servicer (in such capacity, the "Special Servicer"), LaSalle Bank
National Association as trustee (the "Trustee") and ABN AMRO Bank N.V. as fiscal
agent. Capitalized terms used but not defined herein (including the schedules
attached hereto) have the respective meanings set forth in the Pooling and
Servicing Agreement.

          The Purchaser has entered into an Underwriting Agreement, dated as of
August 11, 2005 (the "Underwriting Agreement"), with Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch"), for itself and as representative
of Countrywide Securities Corporation ("Countrywide"), PNC Capital Markets, Inc.
("PNC"), IXIS Securities North America Inc. ("IXIS Securities") and Wachovia
Capital Markets, LLC ("Wachovia"; Merrill Lynch, Countrywide, PNC, IXIS
Securities and Wachovia, collectively, in such capacity, the "Underwriters"),
whereby the Purchaser will sell to the Underwriters all of the Certificates that
are to be registered under the Securities Act of 1933, as amended (such
Certificates, the "Publicly-Offered Certificates"). The Purchaser has also
entered into a Certificate Purchase Agreement, dated as of August 11, 2005 (the
"Certificate Purchase Agreement"), with Merrill Lynch, for itself and as
representative of Countrywide (together in such capacity, the "Initial
Purchasers"), whereby the Purchaser will sell to the Initial Purchasers all of
the remaining Certificates (such Certificates, the "Private Certificates").

          Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:

          SECTION 1. Agreement to Purchase.

          The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of $380,991,702 (the "IXIS Mortgage Loan
Balance") (subject to a variance of plus or minus 5.0%)



as of the close of business on the Cut-off Date, after giving effect to any
payments due on or before such date, whether or not such payments are received.
The IXIS Mortgage Loan Balance, together with the aggregate principal balance of
the Other Mortgage Loans as of the Cut-off Date (after giving effect to any
payments due on or before such date, whether or not such payments are received),
is expected to equal an aggregate principal balance (the "Cut-off Date Pool
Balance") of $2,056,750,308 (subject to a variance of plus or minus 5%). The
purchase and sale of the Mortgage Loans shall take place on August 24, 2005 or
such other date as shall be mutually acceptable to the parties to this Agreement
(the "Closing Date"). The consideration (the "Purchase Consideration") for the
Mortgage Loans shall be equal to (i) 100.91784% of the IXIS Mortgage Loan
Balance as of the Cut-off Date, plus (ii) $1,328,650, which amount represents
the amount of interest accrued on the IXIS Mortgage Loan Balance at the related
Net Mortgage Rate for the period from and including the Cut-off Date up to but
not including the Closing Date.

          The Purchase Consideration shall be paid to the Seller or its designee
by wire transfer in immediately available funds on the Closing Date.

          SECTION 2. Conveyance of Mortgage Loans.

          (a) Effective as of the Closing Date, subject only to receipt of the
Purchase Consideration and the satisfaction or waiver of the conditions to
closing set forth in Section 5 of this Agreement (which conditions shall be
deemed to have been satisfied or waived upon the Seller's receipt of the
Purchase Consideration), the Seller does hereby sell, transfer, assign, set over
and otherwise convey to the Purchaser, without recourse (except as set forth in
this Agreement), all the right, title and interest of the Seller in and to the
Mortgage Loans identified on the Mortgage Loan Schedule as of such date, on a
servicing released basis, together with all of the Seller's right, title and
interest in and to the proceeds of any related title, hazard, primary mortgage
or other insurance proceeds. The Mortgage Loan Schedule, as it may be amended,
shall conform to the requirements set forth in this Agreement and the Pooling
and Servicing Agreement.

          (b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date but collected after the Cut-off Date, and
recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
be promptly remitted to, the Seller.

          (c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Trustee (i) on or before the
Closing Date, the documents and instruments specified below with respect to each
Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) on
or before the date that is 30 days after the Closing Date, the remaining
documents and instruments specified below that are not Specially Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the documents and
instruments specified below and referred to in clauses (i) and (ii) preceding,
collectively, a "Mortgage File"). All Mortgage Files so delivered will be held
by the Trustee in escrow for the


                                        2



benefit of the Seller at all times prior to the Closing Date. The Mortgage File
with respect to each Mortgage Loan that is a Serviced Trust Mortgage Loan shall
contain the following documents:

          (i) the original executed Mortgage Note for the subject Mortgage Loan,
     including any power of attorney related to the execution thereof (or a lost
     note affidavit and indemnity with a copy of such Mortgage Note attached
     thereto), together with any and all intervening endorsements thereon,
     endorsed on its face or by allonge attached thereto (without recourse,
     representation or warranty, express or implied) to the order of LaSalle
     Bank National Association, as trustee for the registered holders of Merrill
     Lynch Mortgage Trust 2005-CIP1, Commercial Mortgage Pass-Through
     Certificates, Series 2005-CIP1, or in blank;

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

          (iii) an original or copy of any related Assignment of Leases (if such
     item is a document separate from the Mortgage), together with originals or
     copies of any and all intervening assignments thereof, in each case (unless
     not yet returned by the applicable recording office) with evidence of
     recording indicated thereon or certified by the applicable recording
     office;

          (iv) an original executed assignment, in recordable form (except for
     completion of the assignee's name (if the assignment is delivered in blank)
     and any missing recording information or a certified copy of that
     assignment as sent for recording), of (a) the Mortgage, (b) any related
     Assignment of Leases (if such item is a document separate from the
     Mortgage) and (c) any other recorded document relating to the subject
     Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle
     Bank National Association, as trustee for the registered holders of Merrill
     Lynch Mortgage Trust 2005-CIP1, Commercial Mortgage Pass-Through
     Certificates, Series 2005-CIP1, or in blank;

          (v) an original assignment of all unrecorded documents relating to the
     Mortgage Loan (to the extent not already assigned pursuant to clause (iv)
     above) in favor of LaSalle Bank National Association, as trustee for the
     registered holders of Merrill Lynch Mortgage Trust 2005-CIP1, Commercial
     Mortgage Pass-Through Certificates, Series 2005-CIP1, or in blank;

          (vi) originals or copies of any consolidation, assumption,
     substitution and modification agreements in those instances where the terms
     or provisions of the Mortgage or Mortgage Note have been consolidated or
     modified or the subject Mortgage Loan has been assumed;

          (vii) the original or a copy of the policy or certificate of lender's
     title insurance or, if such policy has not been issued or located, an
     original or copy of an irrevocable,


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

          (viii) any filed copies or other evidence of filing of any prior UCC
     Financing Statements in favor of the originator of the subject Mortgage
     Loan or in favor of any assignee prior to the Trustee (but only to the
     extent the Seller had possession of such UCC Financing Statements prior to
     the Closing Date) and, if there is an effective UCC Financing Statement in
     favor of the Seller on record with the applicable public office for UCC
     Financing Statements, a UCC Financing Statement assignment, in form
     suitable for filing in favor of LaSalle Bank National Association, as
     trustee for the registered holders of Merrill Lynch Mortgage Trust
     2005-CIP1, Commercial Mortgage Pass-Through Certificates, Series 2005-CIP1,
     as assignee, or in blank;

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

          (x) any intercreditor agreement relating to permitted debt of the
     Mortgagor and any intercreditor agreement relating to mezzanine debt
     related to the Mortgagor;

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

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

          The foregoing Mortgage File delivery requirement shall be subject to
Section 2.01(c) of the Pooling and Servicing Agreement.

          (d) The Seller shall take all actions reasonably necessary to permit
the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the
Pooling and Servicing Agreement with respect to the Mortgage Loans, including
bearing the out-of-pocket costs and expenses of the Trustee in connection with
the performance by the Trustee of its recording, filing and delivery obligations
pursuant to Section 2.01(d) of the Pooling and Servicing Agreement.

          (e) All such other relevant documents and records that (a) relate to
the administration or servicing of the Mortgage Loans, (b) are reasonably
necessary for the ongoing administration and/or servicing of such Mortgage Loans
by the Master Servicer in connection with its duties under the Pooling and
Servicing Agreement, and (c) are in the possession or under the control of the
Seller, together with all unapplied escrow amounts and reserve amounts in the
possession or under the control of the Seller that relate to the Mortgage Loans,
shall be delivered or caused to be delivered by the Seller to the Master
Servicer (or, at the direction of the Master Servicer, to the appropriate
sub-servicer); provided that the Seller shall not be required to deliver any
draft documents, privileged or other communications, credit underwriting or due
diligence


                                        4



analyses, credit committee briefs or memoranda or other internal approval
documents or data or internal worksheets, memoranda, communications or
evaluations.

     The Seller agrees to use reasonable efforts to deliver to the Trustee, for
its administrative convenience in reviewing the Mortgage Files, a mortgage loan
checklist for each Mortgage Loan. The foregoing sentence notwithstanding, the
failure of the Seller to deliver a mortgage loan checklist or a complete
mortgage loan checklist shall not give rise to any liability whatsoever on the
part of the Seller to the Purchaser, the Trustee or any other person because the
delivery of the mortgage loan checklist is being provided to the Trustee solely
for its administrative convenience.

          (f) The Seller shall take such actions as are reasonably necessary to
assign or otherwise grant to the Trust Fund the benefit of any letters of credit
in the name of the Seller, which secure any Mortgage Loan.

          (g) On or before the Closing Date, the Seller shall provide to the
Master Servicer, the initial data (as of the Cut-off Date or the most recent
earlier date for which such data is available) contemplated by the CMSA Loan
Setup File, the CMSA Loan Periodic Update File, the CMSA Operating Statement
Analysis Report and the CMSA Property File.

          SECTION 3. Representations, Warranties and Covenants of Seller.

          (a) The Seller hereby represents and warrants to and covenants with
     the Purchaser, as of the date hereof, that:

          (i) The Seller is a corporation duly organized, validly existing and
     in good standing under the laws of the State of New York and the Seller has
     taken all necessary corporate action to authorize the execution, delivery
     and performance of this Agreement by it, and has the power and authority to
     execute, deliver and perform this Agreement and all transactions
     contemplated hereby.

          (ii) This Agreement has been duly and validly authorized, executed and
     delivered by the Seller, all requisite action by the Seller's directors and
     officers has been taken in connection therewith, and (assuming the due
     authorization, execution and delivery hereof by the Purchaser) this
     Agreement constitutes the valid, legal and binding agreement of the Seller,
     enforceable against the Seller in accordance with its terms, except as such
     enforcement may be limited by (A) laws relating to bankruptcy, insolvency,
     fraudulent transfer, reorganization, receivership or moratorium, (B) other
     laws relating to or affecting the rights of creditors generally, or (C)
     general equity principles (regardless of whether such enforcement is
     considered in a proceeding in equity or at law).

          (iii) The execution and delivery of this Agreement by the Seller and
     the Seller's performance and compliance with the terms of this Agreement
     will not (A) violate the Seller's certificate of incorporation or bylaws,
     (B) violate any law or regulation or any administrative decree or order to
     which it is subject or (C) constitute a default (or an event which, with
     notice or lapse of time, or both, would constitute a default) under, or
     result in the breach of, any material contract, agreement or other


                                        5



     instrument to which the Seller is a party or by which the Seller is bound,
     which default might have consequences that would, in the Seller's
     reasonable and good faith judgment, materially and adversely affect the
     condition (financial or other) or operations of the Seller or its
     properties or materially and adversely affect its performance hereunder.

          (iv) The Seller is not in default with respect to any order or decree
     of any court or any order, regulation or demand of any federal, state,
     municipal or other governmental agency or body, which default might have
     consequences that would, in the Seller's reasonable and good faith
     judgment, materially and adversely affect the condition (financial or
     other) or operations of the Seller or its properties or materially and
     adversely affect its performance hereunder.

          (v) The Seller is not a party to or bound by any agreement or
     instrument or subject to any certificate of incorporation, bylaws or any
     other corporate restriction or any judgment, order, writ, injunction,
     decree, law or regulation that would, in the Seller's reasonable and good
     faith judgment, materially and adversely affect the ability of the Seller
     to perform its obligations under this Agreement or that requires the
     consent of any third person to the execution of this Agreement or the
     performance by the Seller of its obligations under this Agreement (except
     to the extent such consent has been obtained).

          (vi) No consent, approval, authorization or order of any court or
     governmental agency or body is required for the execution, delivery and
     performance by the Seller of or compliance by the Seller with this
     Agreement or the consummation of the transactions contemplated by this
     Agreement except as have previously been obtained, and no bulk sale law
     applies to such transactions.

          (vii) None of the sale of the Mortgage Loans by the Seller, the
     transfer of the Mortgage Loans to the Trustee, and the execution, delivery
     or performance of this Agreement by the Seller, results or will result in
     the creation or imposition of any lien on any of the Seller's assets or
     property that would have a material adverse effect upon the Seller's
     ability to perform its duties and obligations under this Agreement or
     materially impair the ability of the Purchaser to realize on the Mortgage
     Loans.

          (viii) There is no action, suit, proceeding or investigation pending
     or to the knowledge of the Seller, threatened against the Seller in any
     court or by or before any other governmental agency or instrumentality
     which would, in the Seller's good faith and reasonable judgment, prohibit
     its entering into this Agreement or materially and adversely affect the
     validity of this Agreement or the performance by the Seller of its
     obligations under this Agreement.

          (ix) Under generally accepted accounting principles ("GAAP") and for
     federal income tax purposes, the Seller will report the transfer of the
     Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the
     Purchaser in exchange for consideration consisting of a cash amount equal
     to the Purchase Consideration. The consideration received by the Seller
     upon the sale of the Mortgage Loans to the Purchaser will constitute at
     least reasonably equivalent value and fair consideration for the Mortgage
     Loans. The Seller will be solvent at all relevant times prior to, and will
     not be rendered


                                        6



     insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller
     is not selling the Mortgage Loans to the Purchaser with any intent to
     hinder, delay or defraud any of the creditors of the Seller.

          (b) The Seller hereby makes the representations and warranties
contained in Schedule I hereto for the benefit of the Purchaser and the Trustee
for the benefit of the Certificateholders as of the Closing Date (unless a
different date is specified therein), with respect to (and solely with respect
to) each Mortgage Loan, subject, however, to the exceptions set forth on Annex A
to Schedule I of this Agreement.

          (c) If the Seller receives written notice of a Document Defect or a
Breach relating to a Mortgage Loan pursuant to Section 2.03(a) of the Pooling
and Servicing Agreement, then the Seller shall, not later than 90 days from
receipt of such notice (or, in the case of a Document Defect or Breach relating
to a Mortgage Loan not being a "qualified mortgage" within the meaning of the
REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party
to the Pooling and Servicing Agreement discovering such Document Defect or
Breach, provided the Seller receives such notice in a timely manner), if such
Document Defect or Breach materially and adversely affects the value of the
related Mortgage Loan or the interests of the Certificateholders therein, cure
such Document Defect or Breach, as the case may be, in all material respects,
which shall include payment of losses and any Additional Trust Fund Expenses
associated therewith or, if such Document Defect or Breach (other than omissions
due solely to a document not having been returned by the related recording
office) cannot be cured within such 90-day period, (i) repurchase the affected
Mortgage Loan (which, for the purposes of this clause (i), shall include an REO
Loan) at the applicable Purchase Price (as defined in the Pooling and Servicing
Agreement) not later than the end of such 90-day period or (ii) substitute a
Qualified Substitute Mortgage Loan for such affected Mortgage Loan (which, for
purposes of this clause (ii), shall include an REO Loan) not later than the end
of such 90-day period (and in no event later than the second anniversary of the
Closing Date) and pay the Master Servicer for deposit into the Collection
Account any Substitution Shortfall Amount in connection therewith; provided,
however, that, unless the Document Defect or Breach would cause the Mortgage
Loan not to be a Qualified Mortgage, if such Document Defect or Breach is
capable of being cured but not within such 90-day period and the Seller has
commenced and is diligently proceeding with the cure of such Document Defect or
Breach within such 90-day period, the Seller shall have an additional 90 days to
complete such cure (or, failing such cure, to repurchase or substitute the
related Mortgage Loan (which, for purposes of such repurchase or substitution,
shall include an REO Loan)); and provided, further, that with respect to such
additional 90-day period, the Seller shall have delivered an officer's
certificate to the Trustee setting forth the reason(s) such Document Defect or
Breach is not capable of being cured within the initial 90-day period and what
actions the Seller is pursuing in connection with the cure thereof and stating
that the Seller anticipates that such Document Defect or Breach will be cured
within the additional 90-day period.

          A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) as to a Mortgage Loan that is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan" and such Crossed Loans, collectively, a "Crossed Loan
Group"), which Document Defect or Breach does not constitute a Document Defect
or


                                        7



Breach, as the case may be, as to any other Crossed Loan in such Crossed Loan
Group (without regard to this paragraph) and is not cured as provided for above,
shall be deemed to constitute a Document Defect or Breach, as the case may be,
as to each other Crossed Loan in the subject Crossed Loan Group for purposes of
this paragraph and the Seller shall be required to repurchase or substitute all
such Crossed Loans unless (1) the weighted average debt service coverage ratio
for all the remaining Crossed Loans for the four calendar quarters immediately
preceding such repurchase or substitution is not less than the weighted average
debt service coverage ratio for all such Crossed Loans, including the affected
Crossed Loan, for the four calendar quarters immediately preceding such
repurchase or substitution, and (2) the weighted average loan to-value ratio for
the remaining Crossed Loans determined at the time of repurchase or substitution
based upon an appraisal obtained by the Special Servicer at the expense of the
Seller shall not be greater than the weighted average loan-to-value ratio for
all such Crossed Loans, including the affected Crossed Loan determined at the
time of repurchase or substitution based upon an appraisal obtained by the
Special Servicer at the expense of the Seller; provided, that if such debt
service coverage and loan-to-value criteria are satisfied, any other Crossed
Loan (that is not the Crossed Loan directly affected by the subject Document
Defect or Breach), shall be released from its cross-collateralization and
cross-default provision so long as such Crossed Loan (that is not the Crossed
Loan directly affected by the subject Document Defect or Breach) is held in the
Trust Fund; and provided, further, that the repurchase or replacement of less
than all such Crossed Loans and the release of any Crossed Loan from a
cross-collateralization and cross-default provision shall be further subject to
the delivery by the Seller to the Trustee, at the expense of the Seller, of an
Opinion of Counsel to the effect that such release would not cause either of
REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in
the imposition of any tax on "prohibited transactions" or "contributions" after
the Startup Day under the REMIC Provisions. In the event that one or more of
such other Crossed Loans satisfy the aforementioned criteria, the Seller may
elect either to repurchase or substitute for only the affected Crossed Loan as
to which the related Document Defect or Breach exists or to repurchase or
substitute for all of the Crossed Loans in the related Crossed Loan Group. All
documentation relating to the termination of the cross-collateralization
provisions of a Crossed Loan being repurchased shall be prepared at the expense
of the Seller and, where required, with the consent of the related borrower. For
a period of two years from the Closing Date, so long as there remains any
Mortgage File relating to a Mortgage Loan as to which there is any uncured
Document Defect or Breach known to the Seller, the Seller shall provide, once
every ninety days, the officer's certificate to the Trustee described above as
to the reason(s) such Document Defect or Breach remains uncured and as to the
actions being taken to pursue cure; provided, however, that, without limiting
the effect of the foregoing provisions of this Section 3(c), if such Document
Defect or Breach shall materially and adversely affect the value of such
Mortgage Loan or the interests of the holders of the Certificates therein
(subject to the last proviso in the sole sentence of the preceding paragraph),
the Seller shall in all cases on or prior to the second anniversary of the
Closing Date either cause such Document Defect or Breach to be cured or
repurchase or substitute for the affected Mortgage Loan. The delivery of a
commitment to issue a policy of lender's title insurance as described in
representation 8 set forth on Schedule I hereto in lieu of the delivery of the
actual policy of lender's title insurance shall not be considered a Document
Defect or Breach with respect to any Mortgage File if such actual policy of
insurance is delivered to the Trustee or a Custodian on its behalf not later
than the 90th day following the Closing Date.


                                        8



          To the extent that the Seller is required to repurchase or substitute
for a Crossed Loan hereunder in the manner prescribed above in this Section 3(c)
while the Trustee continues to hold any other Crossed Loans in such Crossed Loan
Group, the Seller and the Purchaser shall not enforce any remedies against the
other's Primary Collateral (as defined below), but each is permitted to exercise
remedies against the Primary Collateral securing its respective Crossed Loan(s),
so long as such exercise does not materially impair the ability of the other
party to exercise its remedies against the Primary Collateral securing the
Crossed Loan(s) held thereby.

          If the exercise by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Loan(s) held by such party, then the Seller and the
Purchaser shall forbear from exercising such remedies until the Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be modified in
a manner consistent with this Agreement to remove the threat of material
impairment as a result of the exercise of remedies. Any reserve or other cash
collateral or letters of credit securing the Crossed Loans shall be allocated
between such Crossed Loans in accordance with the Mortgage Loan documents, or,
if the related Mortgage Loan documents do not so provide, then on a pro rata
basis based upon their outstanding Stated Principal Balances. Notwithstanding
the foregoing, if a Crossed Loan is modified to terminate the related
cross-collateralization and/or cross-default provisions, the Seller shall
furnish to the Trustee an Opinion of Counsel that such modification shall not
cause an Adverse REMIC Event.

          For purposes hereof, "Primary Collateral" shall mean the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to which
the related lien may only be foreclosed upon by exercise of
cross-collateralization provisions of such Mortgage Loans.

          Notwithstanding any of the foregoing provisions of this Section 3(c),
if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released), (ii) the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
documents and the 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 under the Code or result in the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC
Provisions and (iii) each Rating Agency then rating the Certificates shall have
provided written confirmation that such release would not cause the then-current
ratings of the Certificates rated by it to be qualified, downgraded or
withdrawn.

          The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the Master Servicer or the Special
Servicer from the related


                                        9



Mortgagor and not a repurchase or substitution of the related Mortgage Loan.
Following the Seller's remittance of funds in payment of such costs and
expenses, the Seller shall be deemed to have cured the breach of representation
30 in all respects. To the extent any fees or expenses that are the subject of a
cure by the Seller are subsequently obtained from the related Mortgagor, the
cure payment made by the Seller shall be returned to the Seller. Notwithstanding
the prior provisions of this paragraph, the Seller, acting in its sole
discretion, may effect a repurchase or substitution (in accordance with the
provisions of this Section 3(c) setting forth the manner in which a Mortgage
Loan may be repurchased or substituted) of a Mortgage Loan, as to which
representation 30 set forth on Schedule I has been breached, in lieu of paying
the costs and expenses that were the subject of the breach of representation 30
set forth on Schedule I.

          (d) In connection with any permitted repurchase or substitution of one
or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a
Servicing Officer certifying as to the receipt of the applicable Purchase Price
(as defined in the Pooling and Servicing Agreement) or Substitution Shortfall
Amount(s), as applicable, in the Collection Account, and, if applicable, the
delivery of the Mortgage File(s) and the Servicing File(s) for the related
Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer,
respectively, (i) the Trustee shall be required to execute and deliver such
endorsements and assignments as are provided to it by the Master Servicer or the
Seller, in each case without recourse, representation or warranty, as shall be
necessary to vest in the Seller the legal and beneficial ownership of each
repurchased Mortgage Loan or substituted Mortgage Loan, as applicable, (ii) the
Trustee, the Custodian, the Master Servicer and the Special Servicer shall each
tender to the Seller, upon delivery to each of them of a receipt executed by the
Seller, all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan possessed by it, and (iii) the Master Servicer and the Special
Servicer shall release to the Seller any Escrow Payments and Reserve Funds held
by it in respect of such repurchased or deleted Mortgage Loan(s).

          At the time a substitution is made, the Seller shall deliver the
related Mortgage File to the Trustee and certify that the substitute Mortgage
Loan is a Qualified Substitute Mortgage Loan.

          No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the related date of substitution shall
be part of REMIC I, as applicable. No substitution of a Qualified Substitute
Mortgage Loan for a deleted Mortgage Loan shall be permitted under this
Agreement if, after such substitution, the aggregate of the Stated Principal
Balances of all Qualified Substitute Mortgage Loans which have been substituted
for deleted Mortgage Loans exceeds 10% of the aggregate Cut-off Date Balance of
all the Mortgage Loans and the Other Mortgage Loans. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund or REMIC I.

          (e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document


                                       10



Defect in a Mortgage File or any Breach of any representation or warranty set
forth in or required to be made pursuant to Section 3 of this Agreement.

          SECTION 4. Representations, Warranties and Covenants of the Purchaser.
In order to induce the Seller to enter into this Agreement, the Purchaser hereby
represents, warrants and covenants for the benefit of the Seller as of the date
hereof that:

          (a) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and the Purchaser
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Agreement by it, and has the power and authority to
execute, deliver and perform this Agreement and all transactions contemplated
hereby.

          (b) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser, all requisite action by the Purchaser's directors
and officers has been taken in connection therewith, and (assuming the due
authorization, execution and delivery hereof by the Seller) this Agreement
constitutes the valid, legal and binding agreement of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such enforcement
may be limited by (A) laws relating to bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership or moratorium, (B) other laws relating to
or affecting the rights of creditors generally, or (C) general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).

          (c) The execution and delivery of this Agreement by the Purchaser and
the Purchaser's performance and compliance with the terms of this Agreement will
not (A) violate the Purchaser's articles of incorporation or bylaws, (B) violate
any law or regulation or any administrative decree or order to which it is
subject or (C) constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach of,
any material contract, agreement or other instrument to which the Purchaser is a
party or by which the Purchaser is bound, which default might have consequences
that would, in the Purchaser's reasonable and good faith judgment, materially
and adversely affect the condition (financial or other) or operations of the
Purchaser or its properties or have consequences that would materially and
adversely affect its performance hereunder.

          (d) The Purchaser is not a party to or bound by any agreement or
instrument or subject to any articles of association, bylaws or any other
corporate restriction or any judgment, order, writ, injunction, decree, law or
regulation that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the ability of the Purchaser to perform its
obligations under this Agreement or that requires the consent of any third
person to the execution of this Agreement or the performance by the Purchaser of
its obligations under this Agreement (except to the extent such consent has been
obtained).

          (e) Except as may be required under federal or state securities laws
(and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required, under federal or state law, for
the execution, delivery and performance by the Purchaser of, or


                                       11



compliance by the Purchaser with, this Agreement, or the consummation by the
Purchaser of any transaction described in this Agreement.

          (f) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the Mortgage Loans by the Seller to the Purchaser as a
sale of the Mortgage Loans to the Purchaser in exchange for consideration
consisting of a cash amount equal to the aggregate Purchase Consideration.

          (g) There is no action, suit, proceeding or investigation pending or
to the knowledge of the Purchaser, threatened against the Purchaser in any court
or by or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of this Agreement or any action
taken in connection with the obligations of the Purchaser contemplated herein,
or which would be likely to impair materially the ability of the Purchaser to
enter into and/or perform under the terms of this Agreement.

          (h) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or other governmental agency or body, which default might have
consequences that would, in the Purchaser's reasonable and good faith judgment,
materially and adversely affect the condition (financial or other) or operations
of the Purchaser or its properties or might have consequences that would
materially and adversely affect its performance hereunder.

          SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley Austin Brown & Wood LLP on the
Closing Date. The Closing shall be subject to each of the following conditions:

          (a) All of the representations and warranties of the Seller set forth
in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement shall be true and correct in all material respects as of the Closing
Date;

          (b) All documents specified in Section 6 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to the
Purchaser, the Seller, the Underwriters and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories
as required pursuant to the respective terms thereof;

          (c) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf) and the Master Servicer, respectively, all documents
represented to have been or required to be delivered to the Trustee and the
Master Servicer pursuant to Section 2 of this Agreement;

          (d) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects and the Seller and the Purchaser shall have the ability to
comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;


                                       12



          (e) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;

          (f) One or more letters from the independent accounting firms of Ernst
& Young LLP and PriceWaterhouseCoopers LLP, in form satisfactory to the
Purchaser and relating to certain information regarding the Mortgage Loans and
Certificates as set forth in the Prospectus and Prospectus Supplement,
respectively; and

          (g) The Seller shall have executed and delivered concurrently herewith
that certain Indemnification Agreement, dated as of August 11, 2005, among the
Seller, Merrill Lynch Mortgage Lending, Inc., Countrywide Commercial Real Estate
Finance, Inc., PNC Bank, National Association, the Purchaser, the Underwriters
and the Initial Purchasers. Both parties agree to use their best reasonable
efforts to perform their respective obligations hereunder in a manner that will
enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

          SECTION 6. Closing Documents. The Closing Documents shall consist of
the following:

          (a) (i) This Agreement duly executed by the Purchaser and the Seller,
(ii) the Pooling and Servicing Agreement duly executed by the parties thereto
and (iii) the Servicing Rights Purchase Agreement, dated as of August 24, 2005,
between the Seller and Midland Loan Services, Inc., duly executed by such
parties;

          (b) An officer's certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement are
true and correct in all material respects at and as of the Closing Date with the
same effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;

          (c) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or therein,
was at the respective times of such signing and delivery, and is as of the
Closing Date, duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures;

          (d) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that
(i) such officer has carefully examined the Specified Portions (as defined
below) of the Prospectus Supplement and nothing has come to his attention that
would lead him to believe that the Specified Portions of the Prospectus
Supplement, as of the date of the Prospectus Supplement or as of the Closing
Date, included or include any untrue statement of a material fact relating to
the Mortgage Loans or omitted or omit to state therein a material fact necessary
in order to make the statements therein relating to the Mortgage Loans, in light
of the circumstances under which they were made, not misleading, and (ii) such
officer has carefully examined the Specified Portions of the Private Placement
Memorandum, dated as of August 11, 2005 (the "Memorandum") (pursuant to which
certain classes of the Private Certificates are being privately offered) and
nothing has come to his attention that would lead him to believe that the
Specified Portions of the Memorandum, as of the date thereof or as of the
Closing Date, included or include any untrue statement of a material fact
relating to the Mortgage Loans or omitted or omit


                                       13



to state therein a material fact necessary in order to make the statements
therein related to the Mortgage Loans, in the light of the circumstances under
which they were made, not misleading. The "Specified Portions" of the Prospectus
Supplement shall consist of Annex A-1 thereto, entitled "Certain Characteristics
of the Mortgage Loans" (insofar as the information contained in Annex A-1
relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the
Prospectus Supplement, entitled "Certain Statistical Information Regarding the
Mortgage Loans" (insofar as the information contained in Annex A-2 relates to
the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus
Supplement entitled "Certain Characteristics Regarding Multifamily Properties"
(insofar as the information contained in Annex B relates to the Mortgage Loans
sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled
"Structural and Collateral Term Sheet" (insofar as the information contained in
Annex C relates to the Mortgage Loans sold by the Seller hereunder), the
diskette which accompanies the Prospectus Supplement (insofar as such diskette
is consistent with Annex A-1, Annex A-2 and/or Annex B), and the following
sections of the Prospectus Supplement (only to the extent that any such
information relates to the Seller or the Mortgage Loans sold by the Seller
hereunder and exclusive of any statements in such sections that purport to
describe the servicing and administration provisions of the Pooling and
Servicing Agreement and exclusive of aggregated numerical information that
includes the Other Mortgage Loans): "Summary of Prospectus Supplement--Relevant
Parties--Mortgage Loan Sellers," "Summary of Prospectus Supplement--The Mortgage
Loans And The Mortgaged Real Properties," "Risk Factors" and "Description of the
Mortgage Pool". The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement (as attached as an exhibit to
the Memorandum);

          (e) Each of: (i) the resolutions of the Seller's board of directors or
a committee thereof authorizing the Seller's entering into the transactions
contemplated by this Agreement, (ii) the certificate of incorporation and bylaws
of the Seller, and (iii) a certificate of good standing of the Seller issued by
the State of New York not earlier than thirty (30) days prior to the Closing
Date;

          (f) A written opinion of counsel for the Seller relating to corporate
and enforceability matters (which opinion may be from in-house counsel, outside
counsel or a combination thereof), reasonably satisfactory to the Purchaser, its
counsel and the Rating Agencies, dated the Closing Date and addressed to the
Purchaser, the Trustee, the Underwriters, the Initial Purchasers and each of the
Rating Agencies, together with such other written opinions, including as to
insolvency matters, as may be required by the Rating Agencies; and

          (g) Such further certificates, opinions and documents as the Purchaser
may reasonably request prior to the Closing Date.


                                       14



          SECTION 7. Costs. Whether or not this Agreement is terminated, both
the Seller and the Purchaser shall pay their respective share of the transaction
expenses incurred in connection with the transactions contemplated herein as set
forth in the closing statement prepared by the Purchaser and delivered to and
approved by the Seller on or before the Closing Date, and in the memorandum of
understanding to which the Seller and the Purchaser (or an affiliate thereof)
are parties with respect to the transactions contemplated by this Agreement.

          SECTION 8. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 of this Agreement be, and be construed
as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller. However, if, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the Seller,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt
or other obligation of the Seller, and (b) (i) this Agreement shall also be
deemed to be a security agreement within the meaning of Article 9 of the UCC of
the applicable jurisdiction; (ii) the conveyance provided for in Section 2 of
this Agreement shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation, all amounts, other than investment
earnings (other than investment earnings required by Section 3.19(a) of the
Pooling and Servicing Agreement to offset Prepayment Interest Shortfalls), from
time to time held or invested in the Collection Account, the Distribution
Account or, if established, the REO Account whether in the form of cash,
instruments, securities or other property; (iii) the assignment to the Trustee
of the interest of the Purchaser as contemplated by Section 1 of this Agreement
shall be deemed to be an assignment of any security interest created hereunder;
(iv) the possession by the Trustee or any of its agents, including, without
limitation, the Custodian, of the Mortgage Notes, and such other items of
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be possession by the secured party for purposes of perfecting
the security interest pursuant to Section 9-313 of the UCC of the applicable
jurisdiction; and (v) notifications to persons (other than the Trustee) holding
such property, and acknowledgments, receipts or confirmations from persons
(other than the Trustee) holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement. The Seller does hereby consent to the filing by
the Purchaser of financing statements relating to the transactions contemplated
hereby without the signature of the Seller.

          SECTION 9. Notices. All notices, copies, requests, consents, demands
and other communications required hereunder shall be in writing and sent by
facsimile or delivered to the intended recipient at the "Address for Notices"
specified beneath its name on the signature pages


                                       15



hereof or, as to either party, at such other address as shall be designated by
such party in a notice hereunder to the other party. Except as otherwise
provided in this Agreement, all such communications shall be deemed to have been
duly given when transmitted by facsimile or personally delivered or, in the case
of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

          SECTION 10. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).

          SECTION 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law that prohibits
or renders void or unenforceable any provision hereof.

          SECTION 12. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.

          SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.

          SECTION 14. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.

          SECTION 15. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to


                                       16



time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.

          SECTION 16. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters (as intended third party beneficiaries hereof), the
Initial Purchasers (also as intended third party beneficiaries hereof) and their
permitted successors and assigns. This Agreement is enforceable by the
Underwriters, the Initial Purchasers and the other third party beneficiaries
hereto in all respects to the same extent as if they had been signatories
hereof.

          SECTION 17. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party hereto against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, including, without
limitation, any defined terms therein, unless the Seller has consented to such
amendment or modification in writing.

          SECTION 18. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young LLP and PriceWaterhouse Coopers LLP in making available all
information and taking all steps reasonably necessary to permit such accountants
to deliver the letters required by the Underwriting Agreement and the
Certificate Purchase Agreement.

          SECTION 19. Knowledge. Whenever a representation or warranty or other
statement in this Agreement (including, without limitation, Schedule I hereto)
is made with respect to a Person's "knowledge," such statement refers to such
Person's employees or agents who were or are responsible for or involved with
the indicated matter and have actual knowledge of the matter in question.

          SECTION 20. Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
in a Crossed Loan Group shall be the property identified in the Mortgage Loan
Schedule as corresponding thereto. The provisions of this Agreement, including,
without limitation, each of the representations and warranties set forth in
Schedule I hereto and each of the capitalized terms used herein but defined in
the Pooling and Servicing Agreement, shall be interpreted in a manner consistent
with this Section 20. In addition, if there exists with respect to any Crossed
Loan Group only one original of any document referred to in the definition of
"Mortgage File" in this Agreement and covering all the Mortgage Loans in such
Crossed Loan Group, the inclusion of the original of such document in


                                       17



the Mortgage File for any of the Mortgage Loans in such Crossed Loan Group shall
be deemed an inclusion of such original in the Mortgage File for each such
Mortgage Loan.


                                       18



          IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.

                                         SELLER

                                         IXIS REAL ESTATE CAPITAL INC.


                                       By:  /s/ Barry Funt
                                            -----------------------------------
                                            Name:  Barry Funt
                                            Title: Managing Director

                                         Address for Notices:

                                         IXIS Real Estate Capital Inc.
                                         9 West 57th Street, 36th Floor
                                         New York, New York 10019
                                         Telecopier No.: (212) 891-6137
                                         Telephone No.: (212) 891-6263
                                         Attention: Gary DiGiuseppe and Al Sakes

                                         PURCHASER

                                         MERRILL LYNCH MORTGAGE INVESTORS,
                                         INC.


                                       By:  /s/ David M. Rodgers
                                            ------------------------------------
                                            Name:  David M. Rodgers
                                            Title: Executive Vice President,
                                                   Chief Officer in Charge of
                                                   Commercial Mortgage
                                                   Securitization

                                         Address for Notices:

                                         Merrill Lynch Mortgage Investors, Inc.
                                         Four World Financial Center
                                         250 Vesey Street
                                         New York, New York 10080
                                         Telecopier No.: (212) 449-3658
                                         Telephone No.: (212) 449-3611
                                         Attention: David M. Rodgers

                                         with a copy to:
                                         Robert M. Denicola, Esq.
                                         Merrill Lynch Mortgage Investors, Inc.
                                         Four World Financial Center
                                         250 Vesey Street
                                         New York, New York 10080
                                         Telecopier No.: (212) 449-0265
                                         Telephone No.: (212) 449-2916




                                   SCHEDULE I

                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

          For purposes of this Schedule I, the "Value" of a Mortgaged Property
shall mean the value of such Mortgaged Property as determined by the appraisal
(and subject to the assumptions set forth in the appraisal) performed in
connection with the origination of the related Mortgage Loan.

          1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true and correct in all
material respects (and contains all the items listed in the definition of
"Mortgage Loan Schedule") as of the dates of the information set forth therein
or, if not set forth therein, and in all events no earlier than, as of the
respective Cut-off Dates for the Mortgage Loans.

          2. Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Purchaser free and clear of any and all pledges, liens, charges, security
interests, participation interests and/or other interests and encumbrances
(except for certain servicing rights as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto). The Seller has validly and effectively conveyed
to the Purchaser all legal and beneficial interest in and to each Mortgage Loan
free and clear of any pledge, lien, charge, security interest or other
encumbrance (except for certain servicing rights as provided in the Pooling and
Servicing Agreement, any permitted subservicing agreements and servicing rights
purchase agreements pertaining thereto); provided that recording and/or filing
of various transfer documents are to be completed after the Closing Date as
contemplated hereby and by the Pooling and Servicing Agreement. The sale of the
Mortgage Loans to the Purchaser or its designee does not require the Seller to
obtain any governmental or regulatory approval or consent that has not been
obtained. Each Mortgage Note is, or shall be as of the Closing Date, properly
endorsed to the Purchaser or its designee and each such endorsement is, or shall
be as of the Closing Date, genuine.

          3. Payment Record. 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 such payment 30 days or more delinquent in the twelve-month
period immediately preceding the Due Date for such Mortgage Loan in August 2005,
without giving effect to any applicable grace period.

          4. Lien; Valid Assignment. Each Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or encumbrances that are pari
passu with the lien of such Mortgage, in any event subject, however, to the
following (collectively, the "Permitted Encumbrances"): (a) the lien for current
real estate taxes, ground rents, water charges, sewer rents and assessments not
yet delinquent or accruing



interest or penalties; (b) 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 not yet issued,
referred to in a pro forma title policy or a "marked-up" commitment binding upon
the title insurer); (c) exceptions and exclusions specifically referred to in
such lender's title insurance policy (or, if not yet issued, referred to in a
pro forma title policy or "marked-up" commitment binding upon the title
insurer); (d) other matters to which like properties are commonly subject; (e)
the rights of tenants (as tenants only) under leases (including subleases)
pertaining to the related Mortgaged Property; (f) if such Mortgage Loan
constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for
another Mortgage Loan contained in the same Crossed Group; and (g) if the
related Mortgaged Property consists of one or more units in a condominium, the
related condominium declaration. The 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 Property, the Value of the Mortgaged Property or the current ability
of the related Mortgaged Property to generate income sufficient to service such
Mortgage Loan. The related assignment of such Mortgage executed and delivered in
favor of the Trustee is in recordable form (but for insertion of the name and
address of the assignee and any related recording information which is not yet
available to the Seller) and constitutes a legal, valid, binding and, subject to
the limitations and exceptions set forth in representation 13 below, enforceable
assignment of such Mortgage from the relevant assignor to the Trustee.

          5. Assignment of Leases and Rents. There exists, as part of the
related Mortgage File, an Assignment of Leases (either as a separate instrument
or as part of the Mortgage) that relates to and was delivered in connection with
each Mortgage Loan and that establishes and creates a valid, subsisting and,
subject to the limitations and exceptions set forth in representation 13 below,
enforceable first priority lien on and security interest in, subject to
applicable law, the property, rights and interests of the related Mortgagor
described therein, except for Permitted Encumbrances and except that a license
may have been granted to the related Mortgagor to exercise certain rights and
perform certain obligations of the lessor under the relevant lease or leases,
including, without limitation, the right to operate the related leased property
so long as no event of default has occurred under such Mortgage Loan; and each
assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage, executed and
delivered in favor of the Trustee is in recordable form (but for insertion of
the name of the assignee and any related recording information which is not yet
available to the Seller), and constitutes a legal, valid, binding and, subject
to the limitations and exceptions set forth in representation 13 below,
enforceable assignment of such Assignment of Leases from the relevant assignor
to the Trustee. The related Mortgage or related Assignment of Leases, subject to
applicable law, provides for the appointment of a receiver for the collection of
rents or for the related mortgagee to enter into possession to collect the rents
or provides for rents to be paid directly to the related mortgagee, if there is
an event of default. No person other than the related Mortgagor owns any
interest in any payments due under the related leases on which the Mortgagor is
the landlord, covered by the related Assignment of Leases.

          6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any


                                       I-2



amendments or supplements thereto included in the related Mortgage File) has not
been impaired, waived, modified, altered, satisfied, canceled, subordinated or
rescinded, (b) neither the related Mortgaged Property nor any material portion
thereof has been released from the lien of such Mortgage and (c) the related
Mortgagor has not been released from its obligations under such Mortgage, in
whole or in material part. With respect to each Mortgage Loan, since the later
of (a) August 1, 2005 and (b) the closing date of such Mortgage Loan, the Seller
has not executed any written instrument that (i) impaired, satisfied, canceled,
subordinated or rescinded such Mortgage Loan, (ii) waived, modified or altered
any material term of such Mortgage Loan, (iii) released the Mortgaged Property
or any material portion thereof from the lien of the related Mortgage, or (iv)
released the related Mortgagor from its obligations under such Mortgage Loan in
whole or material part. For avoidance of doubt, the preceding sentence does not
relate to any release of escrows by the Seller or a servicer on its behalf.

          7. Condition of Property; Condemnation. In the case of each Mortgage
Loan, except as set forth in an engineering report prepared by an independent
engineering consultant in connection with the origination of such Mortgage Loan,
the related Mortgaged Property is, to the Seller's knowledge, in good repair and
free and clear of any damage that would materially and adversely affect its
value as security for such 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). As of the date of origination of
the Mortgage Loan, there was no proceeding pending for the condemnation of all
or any material part of the related Mortgaged Property. As of the Closing Date,
the Seller has not received notice and has no knowledge of any proceeding
pending for the condemnation of all or any material portion of the Mortgaged
Property securing any Mortgage Loan. As of the date of origination of each
Mortgage Loan and, to the Seller's knowledge, as of the date hereof, (a) none of
the material improvements on the related Mortgaged Property encroach upon the
boundaries and, to the extent in effect at the time of construction, do not
encroach upon the building restriction lines of such property, and none of the
material improvements on the related Mortgaged Property encroached over any
easements, except, in each case, for encroachments that are insured against by
the lender's title insurance policy referred to in representation 8 below or
that do not materially and adversely affect the Value or current use of such
Mortgaged Property and (b) no improvements on adjoining properties encroached
upon such Mortgaged Property so as to materially and adversely affect the Value
of such Mortgaged Property, except those encroachments that are insured against
by the lender's title insurance policy referred to in representation 8 below.

          8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy or a "marked up" commitment binding on the
title insurer) in the original principal amount of such Mortgage Loan after all
advances of principal, insuring that the related Mortgage is a valid first
priority lien on such Mortgaged Property, subject only to the Permitted
Encumbrances, except that in the case of a Mortgage Loan as to which the related
Mortgaged Property is made up of more than one parcel of property, each of which
is secured by a separate Mortgage, such Mortgage (and therefore the related
Title Policy) may be in an amount less than the original principal amount of the
Mortgage Loan, but is not less than the allocated amount of subject parcel
constituting a portion of the related Mortgaged Property. Such Title Policy (or,
if


                                       I-3



it has yet to be issued, the coverage to be provided thereby) is in full force
and effect, all premiums thereon have been paid, no material claims have been
made thereunder and no claims have been paid thereunder. No holder of the
related Mortgage has done, by act or omission, anything that would materially
impair the coverage under such Title Policy. Immediately following the transfer
and assignment of the related Mortgage Loan to the Trustee, such Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) inures to
the benefit of the Trustee as sole insured without the consent of or notice to
the insurer. Such Title Policy contains no exclusion for whether, or it
affirmatively insures (unless the related Mortgaged Property is located in a
jurisdiction where such affirmative insurance is not available) that, (a) the
related Mortgaged Property has access to a public road, and (b) the area shown
on the survey, if any, reviewed or prepared in connection with the origination
of the related Mortgage Loan is the same as the property legally described in
the related Mortgage.

          9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
documented as part of the Mortgage Loan documents and the rights to which are
transferred to the Trustee, pending the satisfaction of certain conditions
relating to leasing, repairs or other matters with respect to the related
Mortgaged Property), and there is no obligation for future advances with respect
thereto.

          10. Mortgage Provisions. The Mortgage Loan documents for each Mortgage
Loan, together with applicable state law, contain customary and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the practical realization against the related Mortgaged Property of
the principal benefits of the security intended to be provided thereby,
including, without limitation, judicial or non-judicial foreclosure or similar
proceedings (as applicable for the jurisdiction where the related Mortgaged
Property is located). None of the Mortgage Loan documents contains any provision
that expressly excuses the related Mortgagor from obtaining and maintaining
insurance coverage for acts of terrorism.

          11. Trustee under Deed of Trust. If the Mortgage for any Mortgage Loan
is a deed of trust, then (a) a trustee, duly qualified under applicable law to
serve as such, has either been properly designated and currently so serves or
may be substituted in accordance with the Mortgage and applicable law, and (b)
no fees or expenses are or will become payable to such trustee by the Seller,
the Purchaser or any transferee thereof except in connection with a trustee's
sale after default by the related Mortgagor or in connection with any full or
partial release of the related Mortgaged Property or related security for such
Mortgage Loan.

          12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental investigation conducted in connection with the origination of the
related Mortgage Loan related to asbestos-containing materials and lead-based
paint), (a) an environmental site assessment meeting ASTM standards and covering
all environmental hazards typically assessed for similar properties including
use, type and tenants of the related Mortgaged Property, a transaction screen
meeting ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable


                                       I-4



state law) with respect to each Mortgaged Property securing a Mortgage Loan in
connection with the origination of such Mortgage Loan, (b) the report of each
such assessment, update or screen, if any (an "Environmental Report"), is dated
no earlier than (or, alternatively, has been updated within) twelve (12) months
prior to the date hereof, (c) a copy of each such Environmental Report has been
delivered to the Purchaser, and (d) either: (i) no such Environmental Report, if
any, reveals that as of the date of the report there is a material violation of
applicable environmental laws with respect to any known circumstances or
conditions relating to the related Mortgaged Property; or (ii) if any such
Environmental Report does reveal any such circumstances or conditions with
respect to the related Mortgaged Property and the same have not been
subsequently remediated in all material respects, then one or more of the
following are true--(A) one or more parties not related to the related Mortgagor
and collectively having financial resources reasonably estimated to be adequate
to cure the violation was identified as the responsible party or parties for
such conditions or circumstances, and such conditions or circumstances do not
materially impair the Value of the related Mortgaged Property, (B) the related
Mortgagor was required to provide additional security reasonably estimated to be
adequate to cure the violations and/or to obtain and, for the period
contemplated by the related Mortgage Loan documents, maintain an operations and
maintenance plan, (C) the related Mortgagor, or other responsible party,
provided a "no further action" letter or other evidence that would be acceptable
to a reasonably prudent commercial mortgage lender, that applicable federal,
state or local governmental authorities had no current intention of taking any
action, and are not requiring any action, in respect of such conditions or
circumstances, (D) such conditions or circumstances were investigated further
and based upon such additional investigation, a qualified environmental
consultant recommended no further investigation or remediation, (E) the
expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
investigation or remediation by the related Mortgagor under, or otherwise be a
material violation of, any applicable environmental law. The Mortgage Loan
documents for each Mortgage Loan require the related Mortgagor to comply in all
material respects with all applicable federal, state and local environmental
laws and regulations. Each of the Mortgage Loans identified on Annex C hereto is
covered by a secured creditor impaired property environmental insurance policy
and each such policy is noncancellable during its term, is in the amount at
least equal to 125% of the principal balance of the Mortgage Loan, has a term
ending no sooner than the date which is five years after the maturity date of
the Mortgage Loan to which it relates and either does not provide for a
deductible or the deductible amount is held in escrow and all premiums have been
paid in


                                       I-5



full. Each Mortgagor represents and warrants in the related Mortgage Loan
documents that except as set forth in certain environmental reports and to its
knowledge it has not used, caused or permitted to exist and will not use, cause
or permit to exist on the related Mortgaged Property any hazardous materials in
any manner which violates federal, state or local laws, ordinances, regulations,
orders, directives or policies governing the use, storage, treatment,
transportation, manufacture, refinement, handling, production or disposal of
hazardous materials. The related Mortgagor (or affiliate thereof) has agreed to
indemnify, defend and hold the Seller and its successors and assigns harmless
from and against any and all losses, liabilities, damages, injuries, penalties,
fines, out-of-pocket expenses and claims of any kind whatsoever (including
attorneys' fees and costs) paid, incurred or suffered by or asserted against,
any such party resulting from a breach of environmental representations,
warranties or covenants given by the Mortgagor in connection with such Mortgage
Loan.

          13. Loan Document Status. Each Mortgage Note, Mortgage, and each other
agreement executed by or on behalf of the related Mortgagor with respect to each
Mortgage Loan is the legal, valid and binding obligation of the maker thereof
(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), enforceable in accordance with its terms, except as
such enforcement may be limited by (i) bankruptcy, insolvency, reorganization,
receivership, fraudulent transfer and conveyance or other similar laws affecting
the enforcement of creditors' rights generally, (ii) general principles of
equity (regardless of whether such enforcement is considered in a proceeding in
equity or at law) and (iii) public policy considerations underlying applicable
securities laws, to the extent that such public policy considerations limit the
enforceability of provisions that purport to provide indemnification from
liabilities under applicable securities laws, and except that certain provisions
in such loan documents may be further limited or rendered unenforceable by
applicable law, but (subject to the limitations set forth in the foregoing
clauses (i) and (ii)) such limitations or unenforceability will not render such
loan documents invalid as a whole or substantially interfere with the
mortgagee's realization of the principal benefits and/or security provided
thereby. There is no valid defense, counterclaim or right of offset or
rescission available to the related Mortgagor with respect to such Mortgage
Note, Mortgage or other agreements that would deny the mortgagee the principal
benefits intended to be provided thereby, except in each case, with respect to
the enforceability of any provisions requiring the payment of default interest,
late fees, additional interest, prepayment premiums or yield maintenance
charges.

          14. Insurance. Except in certain cases where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended perils insurance
(or the equivalent) policy, in an amount at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the full
insurable replacement cost of the improvements located on the related Mortgaged
Property, and if applicable, the related hazard insurance policy contains
appropriate endorsements to avoid the application of co-insurance and does not
permit reduction in insurance proceeds for depreciation. Each Mortgaged Property
is also covered by comprehensive general liability insurance in amounts
customarily required by prudent commercial mortgage lenders for properties of
similar types. Each Mortgaged Property securing


                                       I-6



a Mortgage Loan is the subject of a business interruption or rent loss insurance
policy providing coverage for at least twelve (12) months (or a specified dollar
amount which is reasonably estimated to cover no less than twelve (12) months of
rental income), unless such Mortgaged Property constitutes a manufactured
housing community. If any portion of the improvements on a Mortgaged Property
securing any Mortgage Loan was, at the time of the origination of such Mortgage
Loan, in an area identified in the Federal Register by the Flood Emergency
Management Agency as a special flood hazard area (Zone A or Zone V), and flood
insurance was available, a flood insurance policy is in effect with a generally
acceptable insurance carrier, in an amount representing coverage not less than
the least of: (1) the minimum amount required, under the terms of coverage, to
compensate for any damage or loss on a replacement basis, (2) the outstanding
principal balance of such Mortgage Loan, and (3) the maximum amount of insurance
available under the applicable federal flood insurance program. Each Mortgaged
Property located in California or in seismic zones 3 and 4 is covered by seismic
insurance to the extent such Mortgaged Property has a probable maximum loss of
greater than twenty percent (20%) of the replacement value of the related
improvements, calculated using methodology acceptable to a reasonably prudent
commercial mortgage lender with respect to similar properties in the same area
or earthquake zone. Each Mortgaged Property located within Florida or within 25
miles of the coast of North Carolina, South Carolina, Georgia, Alabama,
Mississippi, Louisiana or Texas is insured by windstorm insurance in an amount
at least equal to the lesser of (i) the outstanding principal balance of the
related Mortgage Loan and (ii) 100% of the insurable replacement cost of the
improvements located on such Mortgaged Property (less physical depreciation).
All such hazard and flood insurance policies contain a standard mortgagee clause
for the benefit of the holder of the related Mortgage, its successors and
assigns, as mortgagee, and are not terminable (nor may the amount of coverage
provided thereunder be reduced) without at least ten (10) days' prior written
notice to the mortgagee; and no such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Additionally, for any
Mortgage Loan having a Cut-off Date Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability or financial strength rating from S&P or Moody's of not
less than A-minus (or the equivalent), or from A.M. Best Company of not less
than "A-minus: V" (or the equivalent) and, if rated by Fitch, of not less than
"A-" from Fitch (or the equivalent). With respect to each Mortgage Loan, the
related Mortgage Loan documents require that the related Mortgagor or a tenant
of such Mortgagor maintain insurance as described above or permit the related
mortgagee to require insurance as described above. Except under circumstances
that would be reasonably acceptable to a prudent commercial mortgage lender or
that would not otherwise materially and adversely affect the security intended
to be provided by the related Mortgage, the Mortgage Loan documents for each
Mortgage Loan provide that proceeds paid under any such casualty insurance
policy will (or, at the lender's option, will) be applied either to the repair
or restoration of all or part of the related Mortgaged Property or to the
payment of amounts due under such Mortgage Loan; provided that the related
Mortgage Loan documents may entitle the related Mortgagor to any portion of such
proceeds remaining after the repair or restoration of the related Mortgaged
Property or payment of amounts due under the Mortgage Loan; and provided,
further, that, if the related Mortgagor holds a leasehold interest in the
related Mortgaged Property, the application of such proceeds will be subject to
the terms of the related Ground Lease (as defined in representation 18 below).


                                       I-7



          Each Mortgaged Property is insured by an "all-risk" casualty insurance
policy that does not contain an express exclusion for (or, alternatively, is
covered by a separate policy that insures against property damage resulting
from) acts of terrorism.

          15. Taxes and Assessments. There are no delinquent property taxes or
     assessments or other outstanding charges affecting any Mortgaged Property
     securing a Mortgage Loan that are a lien of priority equal to or higher
     than the lien of the related Mortgage and that have not been paid or are
     not otherwise covered by an escrow of funds sufficient to pay such charge.
     For purposes of this representation and warranty, real property taxes and
     assessments and other charges shall not be considered delinquent until the
     date on which interest and/or penalties would be payable thereon.

          16. Mortgagor Bankruptcy. No Mortgagor under a Mortgage Loan is a
     debtor in any state or federal bankruptcy, insolvency or similar
     proceeding.

          17. Local Law Compliance. To the Seller's knowledge, based upon a
     letter from governmental authorities, a legal opinion, a zoning
     consultant's report or an endorsement to the related Title Policy, or based
     on such other due diligence considered reasonable by prudent commercial
     mortgage lenders in the lending area where the subject Mortgaged Property
     is located (including, without limitation, when commercially reasonable, a
     representation of the related Mortgagor at the time of origination of the
     subject Mortgage Loan), the improvements located on or forming part of each
     Mortgaged Property securing a Mortgage Loan are in material compliance with
     applicable zoning laws and ordinances or constitute a legal non-conforming
     use or structure (or, if any such improvement does not so comply and does
     not constitute a legal non-conforming use or structure, such non-compliance
     and failure does not materially and adversely affect the Value of the
     related Mortgaged Property). In the case of each legal non-conforming use
     or structure, the related Mortgaged Property may be restored or repaired to
     the full extent of the use or structure at the time of such casualty or law
     and ordinance coverage has been obtained in an amount that would be
     required by prudent commercial mortgage lenders (or, if the related
     Mortgaged Property may not be restored or repaired to the full extent of
     the use or structure at the time of such casualty and law and ordinance
     coverage has not been obtained in an amount that would be required by
     prudent commercial mortgage lenders, such fact does not materially and
     adversely affect the Value of the related Mortgaged Property).

          18. Material Leasehold Estate. If any Mortgage Loan is secured by the
     interest of a Mortgagor as a lessee under a ground lease of all or a
     material portion of a Mortgaged Property (together with any and all written
     amendments and modifications thereof and any and all estoppels from or
     other agreements with the ground lessor, a "Ground Lease"), but not by the
     related fee interest in such Mortgaged Property or such material portion
     thereof (the "Fee Interest"), then:

          (i) such Ground Lease or a memorandum thereof has been or will be
     promptly and duly recorded; such Ground Lease permits the interest of the
     lessee thereunder to be encumbered by the related Mortgage; and there has
     been no material change in the terms of such Ground Lease since its
     recordation, with the exception of material changes reflected in written
     instruments which are a part of the related Mortgage File; and if required
     by such Ground Lease, the lessor thereunder has received notice of the lien
     of the related Mortgage in accordance with the provisions of such Ground
     Lease;


                                       I-8



          (ii) the related lessee's leasehold interest in the portion of the
     related Mortgaged Property covered by such Ground Lease is not subject to
     any liens or encumbrances superior to, or of equal priority with, the
     related Mortgage, other than the related Fee Interest and Permitted
     Encumbrances;

          (iii) upon foreclosure of such Mortgage Loan (or acceptance of a deed
     in lieu thereof), the Mortgagor's interest in such Ground Lease is
     assignable to, and is thereafter further assignable by, the Purchaser upon
     notice to, but without the consent of, the lessor thereunder (or, if such
     consent is required, it has been obtained); provided that such Ground Lease
     has not been terminated and all amounts owed thereunder have been paid;

          (iv) such Ground Lease is in full force and effect, and, to the
     Seller's knowledge, no material default has occurred under such Ground
     Lease;

          (v) such Ground Lease requires the lessor thereunder to give notice of
     any default by the lessee to the mortgagee under such Mortgage Loan; and
     such Ground Lease further provides that no notice of termination given
     under such Ground Lease is effective against the mortgagee under such
     Mortgage Loan unless a copy has been delivered to such mortgagee in the
     manner described in such Ground Lease;

          (vi) the mortgagee under such Mortgage Loan is permitted a reasonable
     opportunity (including, where necessary, sufficient time to gain possession
     of the interest of the lessee under such Ground Lease) to cure any default
     under such Ground Lease, which is curable after the receipt of notice of
     any such default, before the lessor thereunder may terminate such Ground
     Lease;

          (vii) such Ground Lease either (i) has an original term which extends
     not less than twenty (20) years beyond the Stated Maturity Date of such
     Mortgage Loan, or (ii) has an original term which does not end prior to the
     5th anniversary of the Stated Maturity Date of such Mortgage Loan and has
     extension options that are exercisable by the lender upon its taking
     possession of the Mortgagor's leasehold interest and that, if exercised,
     would cause the term of such Ground Lease to extend not less than twenty
     (20) years beyond the Stated Maturity Date of such Mortgage Loan;

          (viii) such Ground Lease requires the lessor to enter into a new lease
     with a mortgagee upon termination of such Ground Lease for any reason,
     including as a result of a rejection of such Ground Lease in a bankruptcy
     proceeding involving the related Mortgagor, unless the mortgagee under such
     Mortgage Loan fails to cure a default of the lessee that is susceptible to
     cure by the mortgagee under such Ground Lease following notice thereof from
     the lessor;

          (ix) under the terms of such Ground Lease and the related Mortgage or
     related Mortgage Loan documents, taken together, any related casualty
     insurance proceeds (other than de minimis amounts for minor casualties)
     with respect to the leasehold interest will be applied either (i) to the
     repair or restoration of all or part of the related Mortgaged Property,
     with the mortgagee or a trustee appointed by it having the right to hold
     and disburse such proceeds as the repair or restoration progresses (except
     in such cases where


                                       I-9



     a provision entitling another party to hold and disburse such proceeds
     would not be viewed as commercially unreasonable by a prudent commercial
     mortgage lender), or (ii) to the payment of the outstanding principal
     balance of the Mortgage Loan together with any accrued interest thereon;

          (x) such Ground Lease does not impose any restrictions on subletting
     which would be viewed as commercially unreasonable by a prudent commercial
     mortgage lender in the lending area where the related Mortgaged Property is
     located at the time of the origination of such Mortgage Loan; and

          (xi) such Ground Lease provides that (i) it may not be amended,
     modified, cancelled or terminated without the prior written consent of the
     mortgagee under such Mortgage Loan, and (ii) any such action without such
     consent is not binding on such mortgagee, its successors or assigns.

          19. Qualified Mortgage. Each Mortgage Loan is a "qualified mortgage"
     within the meaning of Section 860G(a)(3) of the Code and Treasury
     Regulations Section 1.860G-2(a) (but without regard to the rule in Treasury
     Regulations Section 1.860G-2(a)(3) or Section 1.860G-2(f)(2) that treats a
     defective obligation as a qualified mortgage under certain circumstances).
     Each Mortgage Loan is directly secured by an interest in real property
     (within the meaning of Treasury Regulations Section 1.856-3(c) and
     1.856-3(d)), and either (1) the fair market value of the interest in real
     property which secures such Mortgage Loan was at least equal to 80% of the
     principal amount of such Mortgage Loan at the time the Mortgage Loan was
     (a) originated or modified (within the meaning of Treasury Regulations
     Section 1.860G-2(b)(1)) or (b) contributed to the Trust Fund, or (2)
     substantially all of the proceeds of such Mortgage Loan were used to
     acquire, improve or protect an interest in real property and such interest
     in real property was the only security for the Mortgage Loan at the time
     such Mortgage Loan was originated or modified. For purposes of the previous
     sentence, the fair market value of the referenced interest in real property
     shall first be reduced by (1) the amount of any lien on such interest in
     real property that is senior to the Mortgage Loan, and (2) a proportionate
     amount of any lien on such interest in real property that is in parity with
     the Mortgage Loan.

          20. Advancement of Funds. In the case of each Mortgage Loan, neither
     the Seller nor, to the Seller's knowledge, any prior holder of such
     Mortgage Loan has advanced funds or induced, solicited or knowingly
     received any advance of funds from a party other than the owner of the
     related Mortgaged Property (other than amounts paid by the tenant as
     specifically provided under a related lease or by the property manager),
     for the payment of any amount required by such Mortgage Loan, except for
     interest accruing from the date of origination of such Mortgage Loan or the
     date of disbursement of the Mortgage Loan proceeds, whichever is later, to
     the date which preceded by 30 days the first due date under the related
     Mortgage Note.

          21. No Equity Interest, Equity Participation or Contingent Interest.
     No Mortgage Loan contains any equity participation by the mortgagee
     thereunder, is convertible by its terms into an equity ownership interest
     in the related Mortgaged Property or the related Mortgagor, provides for
     any contingent or additional interest in the form of participation in the
     cash flow of the related Mortgaged Property, or provides for the negative
     amortization of


                                      I-10



interest, except that, in the case of an ARD Loan, such Mortgage Loan provides
that, during the period commencing on or about the related Anticipated Repayment
Date and continuing until such Mortgage Loan is paid in full, (a) additional
interest shall accrue and may be compounded monthly and shall be payable only
after the outstanding principal of such Mortgage Loan is paid in full, and (b) a
portion of the cash flow generated by such Mortgaged Property will be applied
each month to pay down the principal balance thereof in addition to the
principal portion of the related monthly payment.

          22. Legal Proceedings. To the Seller's knowledge, there are no pending
actions, suits, proceedings or governmental investigations by or before any
court or governmental authority against or affecting the Mortgagor under any
Mortgage Loan or the related Mortgaged Property that, if determined adversely to
such Mortgagor or Mortgaged Property, would materially and adversely affect the
value of the Mortgaged Property as security for such Mortgage Loan or the
current ability of the Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.

          23. Other Mortgage Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any mortgage lien junior to or of
equal priority with the lien of the related Mortgage without the prior written
consent of the holder thereof or the satisfaction of debt service coverage or
similar criteria specified therein. To the Seller's knowledge, except for cases
involving other Mortgage Loans, none of the Mortgaged Properties securing the
Mortgage Loans is encumbered by any mortgage liens junior to or of equal
priority with the liens of the related Mortgage. The related Mortgage Loan
documents require the Mortgagor under each Mortgage Loan to pay all reasonable
costs and expenses related to any required consent to an encumbrance, including
any applicable Rating Agency fees, or would permit the related mortgagee to
withhold such consent if such costs and expenses are not paid by a party other
than such mortgagee.

          24. No Mechanics' Liens. As of the date of origination, each Mortgaged
Property securing a Mortgage Loan (exclusive of any related personal property)
was free and clear of any and all mechanics' and materialmen's liens that were
prior or equal to the lien of the related Mortgage and that were not bonded or
escrowed for or covered by title insurance. As of the Closing Date, to the
Seller's knowledge: (i) each Mortgaged Property securing a Mortgage Loan
(exclusive of any related personal property) is free and clear of any and all
mechanics' and materialmen's liens that are prior or equal to the lien of the
related Mortgage and that are not bonded or escrowed for or covered by title
insurance, and (ii) no rights are outstanding that under law could give rise to
any such lien that would be prior or equal to the lien of the related Mortgage
and that is not bonded or escrowed for or covered by title insurance.

          25. Compliance. Each Mortgage Loan complied with, or was exempt from,
all applicable usury laws in effect at its date of origination.

          26. Licenses and Permits. To the Seller's knowledge, as of the date of
origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially


                                      I-11



reasonable originator of similar mortgage loans in the jurisdiction where the
related Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the related Mortgagor was in possession of all
material licenses, permits and franchises required by applicable law for the
ownership and operation of the related Mortgaged Property as it was then
operated or such material licenses, permits and franchises have otherwise been
issued.

          27. Cross-Collateralization. No Mortgage Loan is cross-collateralized
with any loan which is outside the Mortgage Pool. With respect to any group of
cross-collateralized Mortgage Loans, the sum of the amounts of the respective
Mortgages recorded on the related Mortgaged Properties with respect to such
Mortgage Loans is at least equal to the total amount of such Mortgage Loans.

          28. Releases of Mortgaged Properties. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon (i) payment
in full of all amounts due under the related Mortgage Loan or (ii) delivery of
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), in connection
with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans
that are Crossed Loans, and the other individual Mortgage Loans secured by
multiple parcels, may require the respective mortgagee(s) to grant releases of
portions of the related Mortgaged Property or the release of one or more related
Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting
requirements or (ii) the payment of a release price in connection therewith; and
provided, further, that certain Crossed Groups or individual Mortgage Loans
secured by multiple parcels may permit the related Mortgagor to obtain the
release of one or more of the related Mortgaged Properties by substituting
comparable real estate property, subject to, among other conditions precedent,
receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates; and provided, further, that any
Mortgage Loan may permit the unconditional release of one or more unimproved
parcels of land to which the Seller did not give any material value in
underwriting the Mortgage Loan.

          29. Defeasance. Each Mortgage Loan that contains a provision for any
defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act. To the Seller's knowledge, the provisions of each
such Mortgage Loan, if any, permitting defeasance are only for the purpose of
facilitating the disposition of a Mortgaged Property and are not part of an
arrangement to collateralize a REMIC offering with obligations that are not real
estate mortgages.

          30. Defeasance and Assumption Costs. If any Mortgage Loan permits
defeasance, then the related Mortgage Loan documents provide that the related
Mortgagor is responsible for the payment of all reasonable costs and expenses
associated with defeasance incurred by the related mortgagee, including Rating
Agency fees. If any Mortgage Loan permits assumptions, then the related Mortgage
Loan documents provide that the related Mortgagor is responsible for all
reasonable costs and expenses associated with an assumption incurred by the
related mortgagee.


                                      I-12



          31. Fixed Rate Loans. Each Mortgage Loan bears interest at a rate that
remains fixed throughout the remaining term of such Mortgage Loan, except in the
case of an ARD Loan after its Anticipated Repayment Date and except for the
imposition of a default rate.

          32. Inspection. The Seller or an affiliate thereof inspected, or
caused the inspection of, the related Mortgaged Property within the preceding
twelve (12) months.

          33. No Material Default. To the Seller's knowledge, after due inquiry
consistent with the inquiry a reasonably prudent commercial mortgage lender
would conduct under similar circumstances, there exists no material default,
breach, violation or event of acceleration under the Mortgage Note or Mortgage
for any Mortgage Loan (other than payments due but not yet 30 days or more
delinquent); provided, however, that this representation and warranty does not
cover any default, breach, violation or event of acceleration that pertains to
or arises out of the subject matter otherwise covered by any other
representation and warranty made by the Seller in this Schedule I.

          34. Due-on-Sale. The Mortgage, Mortgage Note or loan agreement for
each Mortgage Loan contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the holder of such Mortgage,
either the related Mortgaged Property, or any direct controlling equity interest
in the related Mortgagor, is transferred or sold, other than by reason of family
and estate planning transfers, transfers by devise or descent or by operation of
law upon death, transfers of less than a controlling interest in the Mortgagor,
transfers of shares in public companies, issuance of non-controlling new equity
interests, transfers to an affiliate meeting the requirements of the Mortgage
Loan, transfers among existing members, partners or shareholders in the
Mortgagor, transfers among affiliated Mortgagors with respect to
cross-collateralized Mortgage Loans or multi-property Mortgage Loans, transfers
among co-Mortgagors, transfers of worn-out or obsolete furniture, furnishings
and equipment or transfers of a similar nature to the foregoing meeting the
requirements of the Mortgage Loan.

          35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-off Date Balance of $5,000,000 or more, was, as of the origination of the
Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, that it holds itself out as a legal entity (separate and
apart from any other person), that it will not guarantee or assume the debts of
any other person, that it will not commingle assets with affiliates, and that it
will not transact business with affiliates (except to the extent required by any
cash management provisions of the related Mortgage Loan documents) except on an
arm's-length basis.


                                      I-13



          36. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.

          37. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the related
Title Policy insuring same, or in certain instances an application has been made
to the applicable governing authority for creation of separate tax lots, which
shall be effective for the next tax year.

          38. ARD Loans. Each ARD Loan requires scheduled monthly payments of
principal. If any ARD Loan is not paid in full by its Anticipated Repayment
Date, and assuming it is not otherwise in default, (i) the rate at which such
ARD Loan accrues interest will increase by at least two (2) percentage points
and (ii) the related Mortgagor is required to enter into a lockbox arrangement
on the ARD Loan whereby all revenue from the related Mortgaged Property shall be
deposited directly into a designated account controlled by the applicable
servicer.

          39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company pursuant to escrow instructions), in all places necessary to
perfect (to the extent that the filing of such a UCC financing statement can
perfect such a security interest) a valid security interest in the personal
property of the related Mortgagor granted under the related Mortgage. If any
Mortgaged Property securing a Mortgage Loan is operated as a hospitality
property, then (a) the security agreements, financing statements or other
instruments, if any, related to the Mortgage Loan secured by such Mortgaged
Property establish and create a valid security interest in all items of personal
property owned by the related Mortgagor which are material to the conduct in the
ordinary course of the Mortgagor's business on the related Mortgaged Property,
subject only to purchase money security interests, personal property leases and
security interests to secure revolving lines of credit and similar financing;
and (b) one or more UCC financing statements covering such personal property
have been filed or recorded (or have been sent for filing or recording or
submitted to a title company pursuant to escrow instructions) wherever necessary
to perfect under applicable law such security interests (to the extent a
security interest in such personal property can be perfected by the filing of a
UCC financing statement under applicable law). The related assignment of such
security interest (but for insertion of the name of the assignee and any related
information which is not yet available to the Seller) executed and delivered in
favor of the Trustee constitutes a legal, valid and, subject to the limitations
and exceptions set forth in representation 13 hereof, binding assignment thereof
from the relevant assignor to the Trustee. Notwithstanding any of the foregoing,
no representation is made as to the perfection of any security interest in rents
or other personal property to the extent that possession or control of such
items or actions other than the filing of UCC Financing Statements are required
in order to effect such perfection.

          40. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulations Section 1.860G-1(b)(2).


                                      I-14



          41. Commencement of Amortization. Except as disclosed in the
Prospectus Supplement, each Mortgage Loan begins to amortize prior to its Stated
Maturity Date or, in the case of an ARD Loan, prior to its Anticipated Repayment
Date.

          42. Servicing Rights. Except as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto, no Person has been granted or conveyed the right
to service any Mortgage Loan or receive any consideration in connection
therewith which will remain in effect after the Closing Date.

          43. Recourse. The related Mortgage Loan documents contain provisions
providing for recourse against the related Mortgagor, a principal of such
Mortgagor or an entity controlled by a principal of such Mortgagor, for damages,
liabilities, expenses or claims sustained in connection with the Mortgagor's
fraud, material (or, alternatively, intentional) misrepresentation, waste or
misappropriation of any tenant security deposits (in some cases, only after
foreclosure or an action in respect thereof), rent (in some cases, only after an
event of default), insurance proceeds or condemnation awards. The related
Mortgage Loan documents contain provisions pursuant to which the related
Mortgagor, a principal of such Mortgagor or an entity controlled by a principal
of such Mortgagor, has agreed to indemnify the mortgagee for damages resulting
from violations of any applicable environmental laws.

          44. Assignment of Collateral. There is no material collateral securing
any Mortgage Loan that is not being assigned to the Purchaser.

          45. Fee Simple Interest. Unless such Mortgage Loan is secured in whole
or in material part by a Ground Lease and is therefore the subject of
representation 18, the interest of the related Mortgagor in the Mortgaged
Property securing each Mortgage Loan is a fee simple interest in real property
and the improvements thereon, except for any portion of such Mortgaged Property
that consists of a leasehold estate that is not a material ground lease, which
ground lease is not the subject of representation 18.

          46. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of Seller or
its agents (which shall include the Master Servicer). All such escrow deposits
are being conveyed hereunder to the Purchaser. Any and all material requirements
under each Mortgage Loan as to completion of any improvements and as to
disbursement of any funds escrowed for such purpose, which requirements were to
have been complied with on or before the date hereof, have been complied with in
all material respects or, if and to the extent not so complied with, the
escrowed funds (or an allocable portion thereof) have not been released except
in accordance with the terms of the related loan documents.

          47. Operating Statements. In the case of each Mortgage Loan, the
related Mortgage or another Mortgage Loan document requires the related
Mortgagor, in some cases at the request of the lender, to provide the holder of
such Mortgage Loan with at least quarterly operating statements and rent rolls
(if there is more than one tenant) for the related Mortgaged


                                      I-15



Property and annual financial statements of the related Mortgagor, and with such
other information as may be required therein.

          48. Grace Period. With respect to each Mortgage Loan, the related
Mortgage, Mortgage Note or loan agreement provides a grace period for delinquent
monthly payments no longer than fifteen (15) days from the applicable Due Date
or five (5) days from notice to the related Mortgagor of the default.

          49. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan identified on Annex C as being covered by a secured
creditor impaired property policy, then the Seller:

          (i) has disclosed, or is aware that there has been disclosed, in the
application for such policy or otherwise to the insurer under such policy the
"pollution conditions" (as defined in such policy) identified in any
environmental reports related to such Mortgaged Property which are in the
Seller's possession or are otherwise known to the Seller; or

          (ii) has delivered or caused to be delivered to the insurer under such
policy copies of all environmental reports in the Seller's possession related to
such Mortgaged Property;

in each case to the extent that the failure to make any such disclosure or
deliver any such report would materially and adversely affect the Purchaser's
ability to recover under such policy.

          50. No Fraud. No fraud with respect to a Mortgage Loan has taken place
on the part of the Seller or any affiliated originator in connection with the
origination of any Mortgage Loan.

          51. Servicing. The servicing and collection practices used with
respect to each Mortgage Loan in all material respects have met customary
standards utilized by prudent commercial mortgage loan servicers with respect to
whole loans.

          52. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan; the appraisal,
or a letter from the appraiser, states that such appraisal satisfies the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in
effect on the date the Mortgage Loan was originated.

          53. Origination of the Mortgage Loans. The Seller originated all of
the Mortgage Loans.


                                      I-16



                             ANNEX A (TO SCHEDULE I)

                EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES


          REP. 7 CONDITION OF PROPERTY; CONDEMNATION

          With respect to Loan 17, Olmsted Plaza, Parcel 4 (as noted on the
survey provided in connection with the Loan) contains a building which sits in
violation of the zoning setback regulations. As this violation makes the
property nonconforming, Mortgagor has provided a recourse carveout for any
losses that may result from the forced removal or inability to rebuild the
building because of the violation.

          REP. 10 MORTGAGE PROVISIONS

          With respect to Loans 35 and 58, Hampton Inn Newtown, PA and Hampton
Inn Great Valley, PA., the Mortgage Loan documents specifically require that the
borrower maintain insurance against terrorist acts, "provided that such coverage
is available." If terrorism coverage is not included in the "all risk" policy,
then the borrower is required to purchase the terrorism coverage as a
stand-alone insurance policy; provided, however, that is the Terrorism Risk
Insurance Act (TRIA) is no longer in effect, the borrower will not be required
to pay any insurance premiums on such stand-alone coverage solely with respect
to terrorism coverage in excess of the "Terrorism Premium Cap" (defined to mean
150% of the aggregate insurance premiums payable with respect to all of the
other insurance required under the Mortgage Loan documents during the last year
in which terrorism coverage was included as part of the "all risk" policy, and
such "cap" amount shall be subject to annual CPI adjustment.

          REP. 12 ENVIRONMENTAL CONDITIONS

          With respect to Loan 40, Hampstead Industrial Park, to the extent the
loan is listed on the Annex C referenced therein, Hampstead is not under a
secured creditor policy as described in paragraph 12.

          With respect to Loan 83, Englishtown Industrial Park, to the extent
the loan is listed on the Annex C referenced therein, Englishtown is not under a
secured creditor policy as described in paragraph 12.

          REP. 14 INSURANCE

          With respect to Loan 38, Lowe's at Spartanburg, all improvements upon
each Mortgaged Property securing a Mortgage Loan are insured under a fire and
extended perils insurance (or the equivalent) policy, in an amount at least
equal to the greater of the full insurable replacement cost of the improvements
located on the related Mortgaged Property, and an amount necessary to avoid
co-insurance, and if applicable, the related hazard insurance policy contains
appropriate endorsements to avoid the application of co-insurance and does not
permit reduction in insurance proceeds for depreciation.



          With respect to Loan 38, Lowe's at Spartanburg, for any Mortgage Loan
having a Cut-off Date Balance equal to or greater than $20,000,000, insurer for
all the required coverages set forth herein has a claims paying ability or
financial strength rating from S&P or Moody's of not less than A (or the
equivalent), or from A.M. Best Company of not less than "A-VII" (or the
equivalent) and, if rated by Fitch, of not less than "A-" from Fitch (or the
equivalent).

          With respect to Loans 35 and 58, Hampton Inn Newtown, PA and Hampton
Inn Great Valley, PA., the Mortgage Loan documents specifically require that the
borrower maintain insurance against terrorist acts, "provided that such coverage
is available." If terrorism coverage is not included in the "all risk" policy,
then the borrower is required to purchase the terrorism coverage as a
stand-alone insurance policy; provided, however, that is the Terrorism Risk
Insurance Act (TRIA) is no longer in effect, the borrower will not be required
to pay any insurance premiums on such stand-alone coverage solely with respect
to terrorism coverage in excess of the "Terrorism Premium Cap" (defined to mean
150% of the aggregate insurance premiums payable with respect to all of the to
her insurance required under the Mortgage Loan documents during the last year in
which terrorism coverage was included as part of the "all risk" policy, and such
"cap" amount shall be subject to annual CPI adjustment.

          REP. 15 TAXES AND ASSESSMENTS

          With respect to Loan 61, Impression Industrial, the single triple
tenant at the mortgaged property pays for Taxes and Insurance pursuant to its
Lease. The Loan Documents do require a full ongoing monthly reserve for taxes
but only for a 3 month upfront reserve for Insurance Policy Premium. Borrower is
required to commence monthly reserves for Insurance if proof of policy renewal
by tenant is not provided.

          REP. 17 LOCAL LAW COMPLIANCE

          With respect to Loan 17, Olmsted Plaza, Parcel 4 (as noted on the
survey provided in connection with the Loan) contains a building which sits in
violation of the zoning setback regulations. As this violation makes the
property nonconforming, Mortgagor has provided a recourse carveout for any
losses that may result from the forced removal or inability to rebuild because
of the violation.

          REP. 18 LEASEHOLD ESTATE ONLY

          (ii) With respect to Loan 38, Lowe's at Spartanburg, the related
lessee's leasehold interest in the portion of the related Mortgaged Property
covered by such Ground Lease is superior to the Mortgage.

          (vii) With respect to Loan 38, Lowe's at Spartanburg, such Ground
Lease has an initial term extending ten (10) years beyond the stated maturity
date and lease contains options to extend which, if exercised, will extend the
term for more than twenty (20) years beyond the Stated Maturity Date of such
Mortgage Loan.

          (x) With respect to Loan 38, Lowe's at Spartanburg, such Ground Lease
requires all subleases obtain Landlord's prior written consent, which shall not
be unreasonably withheld.



          (xi) With respect to Loan 2, Highwoods, estoppel documents and not the
ground lease provide for the representation set forth in clause (xi).

          REP. 23 OTHER MORTGAGE LIENS

          With respect to the IXIS loans, the related mortgage loan documents
generally require the buyer to pay the costs of the lender but do not specify
whether such costs include the cost of the rating agency fees.

          REP. 26 LICENSES AND PERMITS

          With respect to Loan 66, Kintetsu, at the closing of the loan, neither
the tenant, nor the current borrower had yet obtained occupational licenses for
the property.

          REP. 28 RELEASES OF MORTGAGED PROPERTIES

          With respect to Loan 2, Highwoods Portfolio, 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:
(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 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 (iii) 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 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: (i) 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 capitalization), (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
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, (v) 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 (vi) 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.

          With respect to Loan 83, Englishtown Industrial Park, 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 be not greater than 80%, (ii) that the debt
service coverage ratio will be not greater than 1.28:1 and (iii) that the
borrower reduce the principal balance of the mortgage loan by $200,000.

               With respect to Loan 40, Hampstead Industrial Park, 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 be not
greater than 78.99% and (ii) that the debt service coverage ratio will be not
greater than 1.27:1.

          The following IXIS loans permit a release in connection with a partial
defeasance:

          Highwood Portfolio.

          REP. 30 DEFEASANCE AND ASSUMPTION COSTS

          With respect to Loan 44, 69th Street Philly - 15 Lits, the related
Mortgage Loan documents provide that the related Mortgagor is responsible for
the payment of all reasonable costs and expenses associated with defeasance
incurred by the related mortgagee, including the costs and expenses incurred by
the Lender.

          With respect to Loan 2, Highwoods, the related Mortgage Loan documents
provide that the related Buyer is responsible for the lender's costs.

          REP. 34 DUE-ON-SALE

          The following IXIS loans have existing mezzanine debt:

          (a) With respect to Loan 69, La Quinta Apartments, a permitted
mezzanine Financing of $475,000.00 was placed at closing.

          (b) (a) With respect to Loan 44, 69th Street Portfolio, a permitted
mezzanine Financing of $8,000,000.00 was placed at closing.

          The following IXIS loans permit mezzanine debt in the future, subject
to satisfaction of certain conditions set forth in the related mortgage loan
document:

(a) Highwoods Portfolio and (b) 2801 Network Blvd

          Additional Debt:



          With respect to Loan 2, Highwood Portfolio, IXIS made a junior
mortgage 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.

          REP. 41 COMMENCEMENT OF AMORTIZATION

          List of interest only loans: Highwood Portfolio and Olmsted Plaza.

          REP. 53 ORIGINATION OF THE MORTGAGE LOANS

          With respect to Loans 35 and 58, Hampton Inn, Newtown, PA and Hampton
Inn, Great Valley, PA, each of the Mortgage Loans was originated by Wachovia
Bank, National Association, was assigned to entities controlled by Gramercy
Capital Corp. and was purchased by IXIS Real Estate Capital, Inc.



                             ANNEX B (TO SCHEDULE I)

     MORTGAGED PROPERTIES AS TO WHICH THE ONLY ENVIRONMENTAL INVESTIGATIONS
           CONDUCTED IN CONNECTION WITH THE ORIGINATION OF THE RELATED
        MORTGAGE LOAN WERE WITH RESPECT TO ASBESTOS-CONTAINING MATERIALS
                              AND LEAD-BASED PAINT.

                               (REPRESENTATION 12)

[None.]



                             ANNEX C (TO SCHEDULE I)

          MORTGAGE LOANS COVERED BY SECURED CREDITOR IMPAIRED PROPERTY
                        ENVIRONMENTAL INSURANCE POLICIES

                           (REPRESENTATIONS 12 AND 49)

[None.]



                                   SCHEDULE II

                             MORTGAGE LOAN SCHEDULE



MLMT 2005 - CIP1 IXIS MORTGAGE LOAN SCHEDULE

<TABLE>

LOAN #            PROPERTY NAME                 MORTGAGE LOAN SELLER       PROPERTY TYPE                  ADDRESS
--------------------------------------------------------------------------------------------------------------------------------

  2      Highwoods Portfolio               IXIS Real Estate Capital Inc.   Office          Various


  2.01   Atrium                            IXIS Real Estate Capital Inc.   Office          10117 Princess Palm Avenue
  2.02   Mallard Creek V                   IXIS Real Estate Capital Inc.   Office          8520 Cliff Cameron Drive
  2.03   St. Paul Building                 IXIS Real Estate Capital Inc.   Office          3632 Queen Palm Drive
  2.04   4601 Park Square                  IXIS Real Estate Capital Inc.   Office          4601 Park Road
  2.05   OakHill Business Park Twin Oak    IXIS Real Estate Capital Inc.   Office          1337 & 1338 Hundred Oaks Drive
  2.06   OakHill Business Park Water       IXIS Real Estate Capital Inc.   Office          8720 Red Oak Boulevard
  2.07   Parkway Plaza Building Fourteen   IXIS Real Estate Capital Inc.   Office          5260 Parkway Plaza Boulevard
  2.08   OakHill Business Park Live Oak    IXIS Real Estate Capital Inc.   Office          8701 Red Oak Boulevard
  2.09   Sabal Business Center Seven       IXIS Real Estate Capital Inc.   Office          3625 Queen Palm Drive
  2.10   Sabal Business Center Five        IXIS Real Estate Capital Inc.   Office          3922 Coconut Palm Drive
  2.11   Mallard Creek I                   IXIS Real Estate Capital Inc.   Office          8535, 8605 & 8615 Cliff Cameron Drive
  2.12   Registry One                      IXIS Real Estate Capital Inc.   Office          10002 Princess Palm Avenue
  2.13   Registry Two                      IXIS Real Estate Capital Inc.   Office          9950 Princess Palm Avenue
  2.14   Parkway Plaza Building Three      IXIS Real Estate Capital Inc.   Office          4944 Parkway Plaza Boulevard
  2.15   Sabal Business Center Four        IXIS Real Estate Capital Inc.   Office          3925 Coconut Palm Drive
  2.16   Sabal Park Plaza                  IXIS Real Estate Capital Inc.   Office          9503 Princess Palm Avenue
  2.17   Mallard Creek III                 IXIS Real Estate Capital Inc.   Office          8604 Cliff Cameron Drive
  2.18   Parkway Plaza Building One        IXIS Real Estate Capital Inc.   Office          4824 Parkway Plaza Boulevard
  2.19   OakHill Business Park Scarlet     IXIS Real Estate Capital Inc.   Office          8702 Red Oak Boulevard
  2.20   Pinebrook                         IXIS Real Estate Capital Inc.   Office          9101 Southern Pine Boulevard
  2.21   Sabal Lake Building               IXIS Real Estate Capital Inc.   Office          9210 King Palm Drive
  2.22   Sabal Business Center One         IXIS Real Estate Capital Inc.   Office          3923 Coconut Palm Drive
  2.23   OakHill Business Park Willow      IXIS Real Estate Capital Inc.   Office          8757 Red Oak Boulevard
  2.24   OakHill Business Park English     IXIS Real Estate Capital Inc.   Office          8848 Red Oak Boulevard
  2.25   Parkway Plaza Building Six        IXIS Real Estate Capital Inc.   Office          5016 Parkway Plaza Boulevard
  2.26   Sabal Business Center Two         IXIS Real Estate Capital Inc.   Office          3901 Coconut Palm Drive
  2.27   OakHill Business Park Laurel      IXIS Real Estate Capital Inc.   Office          8731 Red Oak Boulevard
  2.28   Parkway Plaza Building Eight      IXIS Real Estate Capital Inc.   Office          5032 Parkway Plaza Boulevard
  2.29   Registry Square                   IXIS Real Estate Capital Inc.   Office          9720 Princess Palm Avenue
  2.30   Sabal Business Center Three       IXIS Real Estate Capital Inc.   Office          3829 Coconut Palm Drive
  2.31   Mallard Creek IV                  IXIS Real Estate Capital Inc.   Office          8530 William Ficklin Drive
  2.32   Parkway Plaza Building Eleven     IXIS Real Estate Capital Inc.   Office          5265 Parkway Plaza Boulevard
  2.33   Parkway Plaza Building Twelve     IXIS Real Estate Capital Inc.   Office          5275 Parkway Plaza Boulevard
    17   Olmsted Plaza                     IXIS Real Estate Capital Inc.   Retail          4580-4710 Great Northern Boulevard
    20   2801 Network Boulevard            IXIS Real Estate Capital Inc.   Office          2801 Network Boulevard




    29   Courtyard Marriott Parsippany     IXIS Real Estate Capital Inc.   Hospitality     3769 Route 46 East

    35   Hampton Inn Newtown               IXIS Real Estate Capital Inc.   Hospitality     1000 Stony Hill Road



    38   Lowe's at Spartanburg             IXIS Real Estate Capital Inc.   Other           104, 110 and 120 East Blackstock Road
    40   Hampstead Industrial Park         IXIS Real Estate Capital Inc.   Industrial      626 Hanover Pike

    43   College Grove                     IXIS Real Estate Capital Inc.   Retail          6348 College Grove Way
    44   69th Street Philly - 15 Lits      IXIS Real Estate Capital Inc.   Mixed Use       20-38 South 69th Street
    46   Westwood Plaza                    IXIS Real Estate Capital Inc.   Retail          2026 West Pensacola Street



    57   Pickford Theater                  IXIS Real Estate Capital Inc.   Retail          36850 Civic Center East
    58   Hampton Inn Great Valley          IXIS Real Estate Capital Inc.   Hospitality     635 Lancaster Avenue



    61   Impression Industrial             IXIS Real Estate Capital Inc.   Industrial      7951 Angleton Court
    66   Kintetsu World Express            IXIS Real Estate Capital Inc.   Industrial      8551 Northwest 30th Terrace

    69   La Quinta                         IXIS Real Estate Capital Inc.   Multifamily     3409 South Rural Road
    74   Invensys Building                 IXIS Real Estate Capital Inc.   Industrial      515 South Promenade Avenue
    83   Englishtown Industrial Park       IXIS Real Estate Capital Inc.   Industrial      28-36 Harrison Avenue


    89   Sunrise Plaza                     IXIS Real Estate Capital Inc.   Retail          6775 & 6895 East Lake Mead Boulevard
    91   Ferm Storage                      IXIS Real Estate Capital Inc.   Self Storage    4016 North DuPont Highway
    97   Alano Plaza                       IXIS Real Estate Capital Inc.   Retail          2250 & 2300 North Rainbow Boulevard
   109   2030 E. 15th Street               IXIS Real Estate Capital Inc.   Industrial      2030 & 2050 East 15th Street
   112   Putnam Self Storage               IXIS Real Estate Capital Inc.   Self Storage    8A Great Pasture Road


                                                                                              CUTOFF BALANCE
LOAN #            PROPERTY NAME               CITY             COUNTY      STATE   ZIP CODE     (8/1/2005)     ORIGINAL BALANCE
-------------------------------------------------------------------------------------------------------------------------------

  2      Highwoods Portfolio               Various          Various         6.71   Various    160,000,000.00     160,000,000.00


  2.01   Atrium                            Tampa            Hillsborough     FL       33610            16.14      14,000,000.00
  2.02   Mallard Creek V                   Charlotte        Mecklenburg      NC       28262    11,000,000.00              17.17
  2.03   St. Paul Building                 Tampa            Hillsborough     FL       33619     8,500,000.00       8,500,000.00
  2.04   4601 Park Square                  Charlotte        Mecklenburg      NC       28209     8,200,000.00       8,200,000.00
  2.05   OakHill Business Park Twin Oak    Charlotte        Mecklenburg      NC       28217     7,500,000.00       7,500,000.00
  2.06   OakHill Business Park Water       Charlotte        Mecklenburg      NC       28217     7,250,000.00       7,250,000.00
  2.07   Parkway Plaza Building Fourteen   Charlotte        Mecklenburg      NC       28217     6,750,000.00       6,750,000.00
  2.08   OakHill Business Park Live Oak    Charlotte        Mecklenburg      NC       28217     6,500,000.00       6,500,000.00
  2.09   Sabal Business Center Seven       Tampa            Hillsborough     FL       33619     6,500,000.00       6,500,000.00
  2.10   Sabal Business Center Five        Tampa            Hillsborough     FL       33619     6,500,000.00       6,500,000.00
  2.11   Mallard Creek I                   Charlotte        Mecklenburg      NC       28262     6,000,000.00       6,000,000.00
  2.12   Registry One                      Tampa            Hillsborough     FL       33619     5,600,000.00       5,600,000.00
  2.13   Registry Two                      Tampa            Hillsborough     FL       33619     5,350,000.00       5,350,000.00
  2.14   Parkway Plaza Building Three      Charlotte        Mecklenburg      NC       28217     5,000,000.00       5,000,000.00
  2.15   Sabal Business Center Four        Tampa            Hillsborough     FL       33619     5,000,000.00       5,000,000.00
  2.16   Sabal Park Plaza                  Tampa            Hillsborough     FL       33619     4,850,000.00       4,850,000.00
  2.17   Mallard Creek III                 Charlotte        Mecklenburg      NC       28262     4,500,000.00       4,500,000.00
  2.18   Parkway Plaza Building One        Charlotte        Mecklenburg      NC       28217     4,200,000.00       4,200,000.00
  2.19   OakHill Business Park Scarlet     Charlotte        Mecklenburg      NC       28217     4,000,000.00       4,000,000.00
  2.20   Pinebrook                         Charlotte        Mecklenburg      NC       28217     3,850,000.00       3,850,000.00
  2.21   Sabal Lake Building               Tampa            Hillsborough     FL       33619     3,850,000.00       3,850,000.00
  2.22   Sabal Business Center One         Tampa            Hillsborough     FL       33619     3,250,000.00       3,250,000.00
  2.23   OakHill Business Park Willow      Charlotte        Mecklenburg      NC       28217     3,150,000.00       3,150,000.00
  2.24   OakHill Business Park English     Charlotte        Mecklenburg      NC       28217     3,100,000.00       3,100,000.00
  2.25   Parkway Plaza Building Six        Charlotte        Mecklenburg      NC       28217     2,850,000.00       2,850,000.00
  2.26   Sabal Business Center Two         Tampa            Hillsborough     FL       33619     2,650,000.00       2,650,000.00
  2.27   OakHill Business Park Laurel      Charlotte        Mecklenburg      NC       28217     2,500,000.00       2,500,000.00
  2.28   Parkway Plaza Building Eight      Charlotte        Mecklenburg      NC       28217     2,150,000.00       2,150,000.00
  2.29   Registry Square                   Tampa            Hillsborough     FL       33619     2,000,000.00       2,000,000.00
  2.30   Sabal Business Center Three       Tampa            Hillsborough     FL       33619     2,000,000.00       2,000,000.00
  2.31   Mallard Creek IV                  Charlotte        Mecklenburg      NC       28262     1,450,000.00       1,450,000.00
  2.32   Parkway Plaza Building Eleven     Charlotte        Mecklenburg      NC       28217               --                 --
  2.33   Parkway Plaza Building Twelve     Charlotte        Mecklenburg      NC       28217               --                 --
    17   Olmsted Plaza                     North Olmsted    Cuyahoga         OH       44070    25,000,000.00      25,000,000.00
    20   2801 Network Boulevard            Frisco           Collin           TX       75093    22,750,000.00      22,750,000.00




    29   Courtyard Marriott Parsippany     Parsippany       Morris           NJ       07054    18,000,000.00      18,000,000.00

    35   Hampton Inn Newtown               Yardley          Bucks            PA       19067    15,271,821.83      15,300,465.00



    38   Lowe's at Spartanburg             Spartanburg      Spartanburg      SC       29301    13,968,557.91      14,000,000.00
    40   Hampstead Industrial Park         Hampstead        Carroll          MD       21074    13,200,000.00      13,200,000.00

    43   College Grove                     San Diego        San Diego        CA       92115    12,000,000.00      12,000,000.00
    44   69th Street Philly - 15 Lits      Upper Darby      Delaware         PA       19082    12,000,000.00      12,000,000.00
    46   Westwood Plaza                    Tallahassee      Leon             FL       32316    10,800,000.00      10,800,000.00



    57   Pickford Theater                  Cathedral City   Riverside        CA       92234     8,787,121.00       8,800,000.00
    58   Hampton Inn Great Valley          Frazer           Chester          PA       19355     8,585,225.92       8,601,328.00



    61   Impression Industrial             Lorton           Fairfax          VA       22079     8,300,000.00       8,300,000.00
    66   Kintetsu World Express            Doral            Miami - Dade     FL       33122     7,950,000.00       7,950,000.00

    69   La Quinta                         Tempe            Maricopa         AZ       85282     7,600,000.00       7,600,000.00
    74   Invensys Building                 Corona           Riverside        CA       92879     7,050,000.00       7,050,000.00
    83   Englishtown Industrial Park       Englishtown      Monmouth         NJ       07726     6,000,000.00       6,000,000.00


    89   Sunrise Plaza                     Las Vegas        Clark            NV       89156     5,410,000.00       5,410,000.00
    91   Ferm Storage                      New Castle       New Castle       DE       19720     5,392,944.75       5,400,000.00
    97   Alano Plaza                       Las Vegas        Clark            NV       89108     4,840,000.00       4,840,000.00
   109   2030 E. 15th Street               Los Angeles      Los Angeles      CA       90021     4,094,197.09       4,100,000.00
   112   Putnam Self Storage               Danbury          Fairfield        CT       06810     3,991,833.92       4,000,000.00


                                            IO MONTHLY      IO ANNUAL     MONTHLY P&I    ANNUAL P&I    INTEREST   PRIMARY SERVICING
LOAN #            PROPERTY NAME            DEBT SERVICE   DEBT SERVICE   DEBT SERVICE   DEBT SERVICE   RATE (%)        FEE RATE
------------------------------------------------------------------------------------------------------------------------------------

  2      Highwoods Portfolio                 670,383.33   8,044,600.00                                   4.9590             0.01000


  2.01   Atrium
  2.02   Mallard Creek V
  2.03   St. Paul Building
  2.04   4601 Park Square
  2.05   OakHill Business Park Twin Oak
  2.06   OakHill Business Park Water
  2.07   Parkway Plaza Building Fourteen
  2.08   OakHill Business Park Live Oak
  2.09   Sabal Business Center Seven
  2.10   Sabal Business Center Five
  2.11   Mallard Creek I
  2.12   Registry One
  2.13   Registry Two
  2.14   Parkway Plaza Building Three
  2.15   Sabal Business Center Four
  2.16   Sabal Park Plaza
  2.17   Mallard Creek III
  2.18   Parkway Plaza Building One
  2.19   OakHill Business Park Scarlet
  2.20   Pinebrook
  2.21   Sabal Lake Building
  2.22   Sabal Business Center One
  2.23   OakHill Business Park Willow
  2.24   OakHill Business Park English
  2.25   Parkway Plaza Building Six
  2.26   Sabal Business Center Two
  2.27   OakHill Business Park Laurel
  2.28   Parkway Plaza Building Eight
  2.29   Registry Square
  2.30   Sabal Business Center Three
  2.31   Mallard Creek IV
  2.32   Parkway Plaza Building Eleven
  2.33   Parkway Plaza Building Twelve
    17   Olmsted Plaza                       116,174.77   1,394,097.22                                   5.5000              0.01000
    20   2801 Network Boulevard              103,748.82   1,244,985.85     127,712.75   1,532,553.00     5.3975              0.01000




    29   Courtyard Marriott Parsippany        78,779.17     945,350.00      98,617.69   1,183,412.28     5.1800              0.01000

    35   Hampton Inn Newtown                                               105,937.33   1,271,247.96     7.4000              0.01000



    38   Lowe's at Spartanburg                                              75,583.42     907,001.04     5.0500              0.01000
    40   Hampstead Industrial Park            59,109.72     709,316.67      73,300.12     879,601.44     5.3000              0.01000

    43   College Grove                        55,662.50     667,950.00      68,059.41     816,712.92     5.4900              0.01000
    44   69th Street Philly - 15 Lits         58,704.17     704,450.00      72,233.56     866,802.72     5.7900              0.01000
    46   Westwood Plaza                       46,446.25     557,355.00      58,572.23     702,866.76     5.0900              0.01000



    57   Pickford Theater                                                   52,889.67     634,676.04     5.2800              0.01000
    58   Hampton Inn Great Valley                                           59,553.86     714,646.32     7.4000              0.01000



    61   Impression Industrial                36,746.71     440,960.56      45,781.51     549,378.12     5.2400              0.01000
    66   Kintetsu World Express               35,264.32     423,171.88      43,900.19     526,802.28     5.2500              0.01000

    69   La Quinta                            33,045.92     396,551.01      41,480.67     497,768.04     5.1463              0.01000
    74   Invensys Building                    32,582.59     390,991.04      41,039.49     492,473.88     5.4700              0.01000
    83   Englishtown Industrial Park          27,375.00     328,500.00      33,691.85     404,302.20     5.4000              0.01000


    89   Sunrise Plaza                        25,643.02     307,716.29      31,959.90     383,518.80     5.6100              0.01000
    91   Ferm Storage                                                       34,397.25     412,767.00     5.8800              0.01000
    97   Alano Plaza                          22,302.10     267,625.18      27,340.55     328,086.60     5.4537              0.01000
   109   2030 E. 15th Street                                                25,079.74     300,956.88     5.4600              0.01000
   112   Putnam Self Storage                                                22,711.56     272,538.72     5.5000              0.01000



                                             MASTER                          SUB-
                                           SERVICING   TRUSTEE & PAYING   SERVICING    ADMIN.    NET MORTGAGE     ACCRUAL
LOAN #            PROPERTY NAME             FEE RATE       AGENT FEE       FEE RATE     FEE     INTEREST RATE      TYPE
---------------------------------------------------------------------------------------------------------------------------

  2      Highwoods Portfolio                 0.02000            0.00110      0.02000   0.05110          4.9079   Actual/360


  2.01   Atrium
  2.02   Mallard Creek V
  2.03   St. Paul Building
  2.04   4601 Park Square
  2.05   OakHill Business Park Twin Oak
  2.06   OakHill Business Park Water
  2.07   Parkway Plaza Building Fourteen
  2.08   OakHill Business Park Live Oak
  2.09   Sabal Business Center Seven
  2.10   Sabal Business Center Five
  2.11   Mallard Creek I
  2.12   Registry One
  2.13   Registry Two
  2.14   Parkway Plaza Building Three
  2.15   Sabal Business Center Four
  2.16   Sabal Park Plaza
  2.17   Mallard Creek III
  2.18   Parkway Plaza Building One
  2.19   OakHill Business Park Scarlet
  2.20   Pinebrook
  2.21   Sabal Lake Building
  2.22   Sabal Business Center One
  2.23   OakHill Business Park Willow
  2.24   OakHill Business Park English
  2.25   Parkway Plaza Building Six
  2.26   Sabal Business Center Two
  2.27   OakHill Business Park Laurel
  2.28   Parkway Plaza Building Eight
  2.29   Registry Square
  2.30   Sabal Business Center Three
  2.31   Mallard Creek IV
  2.32   Parkway Plaza Building Eleven
  2.33   Parkway Plaza Building Twelve
    17   Olmsted Plaza                       0.02000            0.00110                0.03110          5.4689   Actual/360
    20   2801 Network Boulevard              0.02000            0.00110                0.03110          5.3664   Actual/360




    29   Courtyard Marriott Parsippany       0.02000            0.00110                0.03110          5.1489   Actual/360

    35   Hampton Inn Newtown                 0.02000            0.00110                0.03110          7.3689   Actual/360



    38   Lowe's at Spartanburg               0.02000            0.00110                0.03110          5.0189   Actual/360
    40   Hampstead Industrial Park           0.02000            0.00110      0.05000   0.08110          5.2189   Actual/360

    43   College Grove                       0.02000            0.00110                0.03110          5.4589   Actual/360
    44   69th Street Philly - 15 Lits        0.02000            0.00110                0.03110          5.7589   Actual/360
    46   Westwood Plaza                      0.02000            0.00110                0.03110          5.0589   Actual/360



    57   Pickford Theater                    0.02000            0.00110                0.03110          5.2489   Actual/360
    58   Hampton Inn Great Valley            0.02000            0.00110                0.03110          7.3689   Actual/360



    61   Impression Industrial               0.02000            0.00110                0.03110          5.2089   Actual/360
    66   Kintetsu World Express              0.02000            0.00110                0.03110          5.2189   Actual/360

    69   La Quinta                           0.02000            0.00110                0.03110          5.1152   Actual/360
    74   Invensys Building                   0.02000            0.00110                0.03110          5.4389   Actual/360
    83   Englishtown Industrial Park         0.02000            0.00110      0.06000   0.09110          5.3089   Actual/360


    89   Sunrise Plaza                       0.02000            0.00110                0.03110          5.5789   Actual/360
    91   Ferm Storage                        0.02000            0.00110                0.03110          5.8489   Actual/360
    97   Alano Plaza                         0.02000            0.00110                0.03110          5.4226   Actual/360
   109   2030 E. 15th Street                 0.02000            0.00110      0.05000   0.08110          5.3789   Actual/360
   112   Putnam Self Storage                 0.02000            0.00110                0.03110          5.4689   Actual/360


                                                  REMAINING    MATURITY   AMORT    REMAINING                    ARD    ARD STEP
LOAN #            PROPERTY NAME            TERM      TERM     /ARD DATE    TERM   AMORT TERM     TITLE TYPE    (Y/N)    UP (%)
-------------------------------------------------------------------------------------------------------------------------------

  2      Highwoods Portfolio                 60          60    8/5/2010       0            0   Fee/Leasehold   No
                                                                                               Fee
                                                                                               Fee
  2.01   Atrium                                                                                Fee
  2.02   Mallard Creek V                                                                       Fee
  2.03   St. Paul Building                                                                     Fee
  2.04   4601 Park Square                                                                      Fee
  2.05   OakHill Business Park Twin Oak                                                        Fee
  2.06   OakHill Business Park Water                                                           Fee
  2.07   Parkway Plaza Building Fourteen                                                       Fee
  2.08   OakHill Business Park Live Oak                                                        Fee
  2.09   Sabal Business Center Seven                                                           Fee
  2.10   Sabal Business Center Five                                                            Fee
  2.11   Mallard Creek I                                                                       Fee
  2.12   Registry One                                                                          Fee
  2.13   Registry Two                                                                          Fee/Leasehold
  2.14   Parkway Plaza Building Three                                                          Fee
  2.15   Sabal Business Center Four                                                            Fee
  2.16   Sabal Park Plaza                                                                      Fee
  2.17   Mallard Creek III                                                                     Fee
  2.18   Parkway Plaza Building One                                                            Fee
  2.19   OakHill Business Park Scarlet                                                         Fee
  2.20   Pinebrook                                                                             Fee
  2.21   Sabal Lake Building                                                                   Fee
  2.22   Sabal Business Center One                                                             Fee
  2.23   OakHill Business Park Willow                                                          Leasehold
  2.24   OakHill Business Park English                                                         Fee
  2.25   Parkway Plaza Building Six                                                            Fee
  2.26   Sabal Business Center Two                                                             Leasehold
  2.27   OakHill Business Park Laurel                                                          Fee
  2.28   Parkway Plaza Building Eight                                                          Fee
  2.29   Registry Square                                                                       Fee
  2.30   Sabal Business Center Three                                                           Fee
  2.31   Mallard Creek IV                                                                      Fee
  2.32   Parkway Plaza Building Eleven
  2.33   Parkway Plaza Building Twelve
    17   Olmsted Plaza                      120         117    5/7/2015       0            0   Fee             No
    20   2801 Network Boulevard             120         116    4/5/2015     360          360   Fee             No




    29   Courtyard Marriott Parsippany      120         119    7/5/2015     360          360   Fee             No

    35   Hampton Inn Newtown                120         117    5/6/2015     360          357   Fee             No



    38   Lowe's at Spartanburg              120         118    6/5/2015     360          358   Leasehold       No
    40   Hampstead Industrial Park          120         118    6/5/2015     360          360   Fee             No

    43   College Grove                      120         119    7/5/2015     360          360   Fee             No
    44   69th Street Philly - 15 Lits       120         119    7/3/2015     336          336   Fee             No
    46   Westwood Plaza                     120         119    7/5/2015     360          360   Fee             No



    57   Pickford Theater                   132         131    7/5/2016     300          299   Fee             No
    58   Hampton Inn Great Valley           120         117    5/6/2015     360          357   Fee             No



    61   Impression Industrial              120         119    7/5/2015     360          360   Fee             No
    66   Kintetsu World Express             120         119    7/5/2015     360          360   Fee             No

    69   La Quinta                           60          58    6/5/2010     360          360   Fee             No
    74   Invensys Building                  120         119    7/5/2015     336          336   Fee             No
    83   Englishtown Industrial Park         60          59    7/5/2010     360          360   Fee             No


    89   Sunrise Plaza                       84          81    5/5/2012     336          336   Fee             No
    91   Ferm Storage                       120         119    7/5/2015     300          299   Fee             No
    97   Alano Plaza                        120         119    7/7/2015     360          360   Fee             No
   109   2030 E. 15th Street                120         119    7/7/2015     300          299   Fee             No
   112   Putnam Self Storage                120         118    6/5/2015     360          358   Fee             No


                                                ENVIRONMENTAL      CROSS-        CROSS-       DEFEASANCE   LETTER OF
LOAN #            PROPERTY NAME                INSURANCE (Y/N)   DEFAULTED   COLLATERALIZED     ALLOWED      CREDIT
--------------------------------------------------------------------------------------------------------------------

  2      Highwoods Portfolio                   No                No          No               Yes          No


  2.01   Atrium
  2.02   Mallard Creek V
  2.03   St. Paul Building
  2.04   4601 Park Square
  2.05   OakHill Business Park Twin Oak
  2.06   OakHill Business Park Water
  2.07   Parkway Plaza Building Fourteen
  2.08   OakHill Business Park Live Oak
  2.09   Sabal Business Center Seven
  2.10   Sabal Business Center Five
  2.11   Mallard Creek I
  2.12   Registry One
  2.13   Registry Two
  2.14   Parkway Plaza Building Three
  2.15   Sabal Business Center Four
  2.16   Sabal Park Plaza
  2.17   Mallard Creek III
  2.18   Parkway Plaza Building One
  2.19   OakHill Business Park Scarlet
  2.20   Pinebrook
  2.21   Sabal Lake Building
  2.22   Sabal Business Center One
  2.23   OakHill Business Park Willow
  2.24   OakHill Business Park English
  2.25   Parkway Plaza Building Six
  2.26   Sabal Business Center Two
  2.27   OakHill Business Park Laurel
  2.28   Parkway Plaza Building Eight
  2.29   Registry Square
  2.30   Sabal Business Center Three
  2.31   Mallard Creek IV
  2.32   Parkway Plaza Building Eleven
  2.33   Parkway Plaza Building Twelve
    17   Olmsted Plaza                         No                No          No               Yes          No
    20   2801 Network Boulevard                No                No          No               Yes          No




    29   Courtyard Marriott Parsippany         No                No          No               Yes          No

    35   Hampton Inn Newtown                   No                No          No               Yes          No



    38   Lowe's at Spartanburg                 No                No          No               Yes          No
    40   Hampstead Industrial Park             No                No          No               Yes          No

    43   College Grove                         No                No          No               Yes          No
    44   69th Street Philly - 15 Lits          No                No          No               Yes          No
    46   Westwood Plaza                        No                No          No               No           No



    57   Pickford Theater                      No                No          No               Yes          No
    58   Hampton Inn Great Valley              No                No          No               Yes          No



    61   Impression Industrial                 No                No          No               Yes          No
    66   Kintetsu World Express                No                No          No               Yes          No

    69   La Quinta                             No                No          No               Yes          No
    74   Invensys Building                     No                No          No               Yes          Yes
    83   Englishtown Industrial Park           No                No          No               Yes          No


    89   Sunrise Plaza                         No                No          No               Yes          No
    91   Ferm Storage                          No                No          No               Yes          No
    97   Alano Plaza                           No                No          No               Yes          No
   109   2030 E. 15th Street                   No                No          No               Yes          No
   112   Putnam Self Storage                   No                No          No               Yes          No


                                            LOCKBOX    HOLDBACK   UPFRONT ENG.   UPFRONT CAPEX   UPFRONT ENVIR.   UPFRONTTI/LC
LOAN #            PROPERTY NAME            IN-PLACE       AMT        RESERVE        RESERVES         RESERVE         RESERVE
------------------------------------------------------------------------------------------------------------------------------

  2      Highwoods Portfolio               Yes                    1,641,515.00    4,758,485.00                    9,112,000.00


  2.01   Atrium
  2.02   Mallard Creek V
  2.03   St. Paul Building
  2.04   4601 Park Square
  2.05   OakHill Business Park Twin Oak
  2.06   OakHill Business Park Water
  2.07   Parkway Plaza Building Fourteen
  2.08   OakHill Business Park Live Oak
  2.09   Sabal Business Center Seven
  2.10   Sabal Business Center Five
  2.11   Mallard Creek I
  2.12   Registry One
  2.13   Registry Two
  2.14   Parkway Plaza Building Three
  2.15   Sabal Business Center Four
  2.16   Sabal Park Plaza
  2.17   Mallard Creek III
  2.18   Parkway Plaza Building One
  2.19   OakHill Business Park Scarlet
  2.20   Pinebrook
  2.21   Sabal Lake Building
  2.22   Sabal Business Center One
  2.23   OakHill Business Park Willow
  2.24   OakHill Business Park English
  2.25   Parkway Plaza Building Six
  2.26   Sabal Business Center Two
  2.27   OakHill Business Park Laurel
  2.28   Parkway Plaza Building Eight
  2.29   Registry Square
  2.30   Sabal Business Center Three
  2.31   Mallard Creek IV
  2.32   Parkway Plaza Building Eleven
  2.33   Parkway Plaza Building Twelve
    17   Olmsted Plaza                     Yes                                                           625.00
    20   2801 Network Boulevard            Yes




    29   Courtyard Marriott Parsippany     Yes

    35   Hampton Inn Newtown               Yes                        2,500.00



    38   Lowe's at Spartanburg             No
    40   Hampstead Industrial Park         Yes                      400,000.00

    43   College Grove                     No                                                                       150,000.00
    44   69th Street Philly - 15 Lits      Yes                                                         2,000.00
    46   Westwood Plaza                    No                       108,780.00



    57   Pickford Theater                  Yes
    58   Hampton Inn Great Valley          Yes                        9,050.00



    61   Impression Industrial             No                        35,250.00
    66   Kintetsu World Express            No                        12,000.00

    69   La Quinta                         Yes                       12,500.00
    74   Invensys Building                 No
    83   Englishtown Industrial Park       Yes                        2,250.00



    89   Sunrise Plaza                     No
    91   Ferm Storage                      No         1,000,000
    97   Alano Plaza                       No                                                                        45,000.00
   109   2030 E. 15th Street               No                                                                       100,000.00
   112   Putnam Self Storage               No                           513.00


                                              UPFRONT       UPFRONT       UPFRONT              UPFRONT                  MONTHLY
                                              RE TAX       INSURANCE      OTHER                OTHER                     CAPEX
LOAN #            PROPERTY NAME               RESERVE      RESERVE        RESERVE            DESCRIPTION                RESERVE
------------------------------------------------------------------------------------------------------------------------------------

  2      Highwoods Portfolio               1,147,439.02   121,399.95


  2.01   Atrium
  2.02   Mallard Creek V
  2.03   St. Paul Building
  2.04   4601 Park Square
  2.05   OakHill Business Park Twin Oak
  2.06   OakHill Business Park Water
  2.07   Parkway Plaza Building Fourteen
  2.08   OakHill Business Park Live Oak
  2.09   Sabal Business Center Seven
  2.10   Sabal Business Center Five
  2.11   Mallard Creek I
  2.12   Registry One
  2.13   Registry Two
  2.14   Parkway Plaza Building Three
  2.15   Sabal Business Center Four
  2.16   Sabal Park Plaza
  2.17   Mallard Creek III
  2.18   Parkway Plaza Building One
  2.19   OakHill Business Park Scarlet
  2.20   Pinebrook
  2.21   Sabal Lake Building
  2.22   Sabal Business Center One
  2.23   OakHill Business Park Willow
  2.24   OakHill Business Park English
  2.25   Parkway Plaza Building Six
  2.26   Sabal Business Center Two
  2.27   OakHill Business Park Laurel
  2.28   Parkway Plaza Building Eight
  2.29   Registry Square
  2.30   Sabal Business Center Three
  2.31   Mallard Creek IV
  2.32   Parkway Plaza Building Eleven
  2.33   Parkway Plaza Building Twelve
    17   Olmsted Plaza                       137,438.23    43,638.00
    20   2801 Network Boulevard              138,586.00    68,351.00   1,958,000.00   Free Rent Reserve                     3,296.00
                                                                                      (958,000 - to be to
                                                                                      February 5, 2006) and
                                                                                      Fujitsu Rollover Reserve
                                                                                      ($1,000,000)
    29   Courtyard Marriott Parsippany                                                                            4% of the monthly
                                                                                                                  gross revenues
    35   Hampton Inn Newtown                  72,000.00                                                           4% of the rents
                                                                                                                  accumulated during
                                                                                                                  the preceeding
                                                                                                                  interest period
    38   Lowe's at Spartanburg                                                                                                590.42
    40   Hampstead Industrial Park            96,434.00                  100,000.00   Expansion Tenant                      9,427.00
                                                                                      Improvement Reserve
    43   College Grove                        44,096.00     5,732.00      19,120.70   24 Hour Fitness TI
    44   69th Street Philly - 15 Lits         16,005.00    40,619.00                                                        1,600.00
    46   Westwood Plaza                       87,327.97    22,405.83     522,060.78   Tenant Allowances Aveda               1,896.83
                                                                                      (283,561) and Tenant
                                                                                      Allowances Bill's Book
                                                                                      Store (238,500)
    57   Pickford Theater                     22,000.00     2,520.00
    58   Hampton Inn Great Valley             27,000.00                                                           4% of the rents
                                                                                                                  accumulated during
                                                                                                                  the preceeding
                                                                                                                  interest period
    61   Impression Industrial                51,785.40     5,000.00
    66   Kintetsu World Express              101,619.70    65,811.61      25,000.00   Outstanding Permits                     927.08
                                                                                      Reserve
    69   La Quinta                            28,552.00     2,500.00                                                        3,583.33
    74   Invensys Building                    43,450.00                                                                       930.00
    83   Englishtown Industrial Park                       14,931.00      54,366.00   Impact TI Reserve                     1,578.00
                                                                                      (31,586) and Impact Rent
                                                                                      Loss Reserve (22,780)
    89   Sunrise Plaza                                                                                                        375.00
    91   Ferm Storage                         32,574.59    22,771.00                                                          558.78
    97   Alano Plaza                          15,184.00                                                                       325.00
   109   2030 E. 15th Street                  23,581.00    10,893.00                                                        1,253.75
   112   Putnam Self Storage                   4,192.51     1,570.00      57,223.00   Security Deposit Account                279.00


                                            MONTHLY     MONTHLY      MONTHLY     MONTHLY
                                             ENVIR.      TI/LC       RE TAX     INSURANCE
LOAN #            PROPERTY NAME             RESERVE     RESERVE      RESERVE     RESERVE         MONTHLY OTHER RESERVE
--------------------------------------------------------------------------------------------------------------------------

  2      Highwoods Portfolio                                       229,487.80               The aggregate rent, additional
                                                                                            rent and other sums payable
                                                                                            under the Ground Leases
  2.01   Atrium
  2.02   Mallard Creek V
  2.03   St. Paul Building
  2.04   4601 Park Square
  2.05   OakHill Business Park Twin Oak
  2.06   OakHill Business Park Water
  2.07   Parkway Plaza Building Fourteen
  2.08   OakHill Business Park Live Oak
  2.09   Sabal Business Center Seven
  2.10   Sabal Business Center Five
  2.11   Mallard Creek I
  2.12   Registry One
  2.13   Registry Two
  2.14   Parkway Plaza Building Three
  2.15   Sabal Business Center Four
  2.16   Sabal Park Plaza
  2.17   Mallard Creek III
  2.18   Parkway Plaza Building One
  2.19   OakHill Business Park Scarlet
  2.20   Pinebrook
  2.21   Sabal Lake Building
  2.22   Sabal Business Center One
  2.23   OakHill Business Park Willow
  2.24   OakHill Business Park English
  2.25   Parkway Plaza Building Six
  2.26   Sabal Business Center Two
  2.27   OakHill Business Park Laurel
  2.28   Parkway Plaza Building Eight
  2.29   Registry Square
  2.30   Sabal Business Center Three
  2.31   Mallard Creek IV
  2.32   Parkway Plaza Building Eleven
  2.33   Parkway Plaza Building Twelve
    17   Olmsted Plaza                                 34,359.56    3,967.08
    20   2801 Network Boulevard            21,230.00   46,195.17    6,835.08




    29   Courtyard Marriott Parsippany

    35   Hampton Inn Newtown                           12,000.00    6,441.00



    38   Lowe's at Spartanburg
    40   Hampstead Industrial Park          8,333.00   10,714.92    5,287.19

    43   College Grove                                  7,500.00      850.00
    44   69th Street Philly - 15 Lits       7,600.00   11,800.00    3,400.00
    46   Westwood Plaza                     6,910.92   10,916.00    2,240.58



    57   Pickford Theater                   8,500.00   15,500.00    2,520.11
    58   Hampton Inn Great Valley                       9,000.00    3,961.00



    61   Impression Industrial             21,000.00    6,473.23
    66   Kintetsu World Express             4,166.67   12,702.46    6,067.63

    69   La Quinta                                      5,710.33    2,500.00
    74   Invensys Building                              8,900.00    1,250.00
    83   Englishtown Industrial Park        4,166.67   10,142.44   18,577.13


    89   Sunrise Plaza                      2,250.00    2,000.00    1,050.00
    91   Ferm Storage                                   2,505.74    1,627.00
    97   Alano Plaza                                    3,050.00      725.00
   109   2030 E. 15th Street                2,629.58    4,716.14    1,089.33
   112   Putnam Self Storage                            4,192.51      785.49


                                               OTHER MONTH        GRACE
LOAN #            PROPERTY NAME                DESCRIPTION       PERIOD
-------------------------------------------------------------------------

  2      Highwoods Portfolio               Ground Rent Reserve      0


  2.01   Atrium
  2.02   Mallard Creek V
  2.03   St. Paul Building
  2.04   4601 Park Square
  2.05   OakHill Business Park Twin Oak
  2.06   OakHill Business Park Water
  2.07   Parkway Plaza Building Fourteen
  2.08   OakHill Business Park Live Oak
  2.09   Sabal Business Center Seven
  2.10   Sabal Business Center Five
  2.11   Mallard Creek I
  2.12   Registry One
  2.13   Registry Two
  2.14   Parkway Plaza Building Three
  2.15   Sabal Business Center Four
  2.16   Sabal Park Plaza
  2.17   Mallard Creek III
  2.18   Parkway Plaza Building One
  2.19   OakHill Business Park Scarlet
  2.20   Pinebrook
  2.21   Sabal Lake Building
  2.22   Sabal Business Center One
  2.23   OakHill Business Park Willow
  2.24   OakHill Business Park English
  2.25   Parkway Plaza Building Six
  2.26   Sabal Business Center Two
  2.27   OakHill Business Park Laurel
  2.28   Parkway Plaza Building Eight
  2.29   Registry Square
  2.30   Sabal Business Center Three
  2.31   Mallard Creek IV
  2.32   Parkway Plaza Building Eleven
  2.33   Parkway Plaza Building Twelve
    17   Olmsted Plaza                                              0
    20   2801 Network Boulevard                                     0




    29   Courtyard Marriott Parsippany                              0

    35   Hampton Inn Newtown                                        0



    38   Lowe's at Spartanburg                                      0
    40   Hampstead Industrial Park                                  0

    43   College Grove                                              0
    44   69th Street Philly - 15 Lits                               0
    46   Westwood Plaza                                             0



    57   Pickford Theater                                           0
    58   Hampton Inn Great Valley                                   0



    61   Impression Industrial                                      0
    66   Kintetsu World Express                                     0

    69   La Quinta                                                  0
    74   Invensys Building                                          0
    83   Englishtown Industrial Park                                0


    89   Sunrise Plaza                                              0
    91   Ferm Storage                                               0
    97   Alano Plaza                                                0
   109   2030 E. 15th Street                                        0
   112   Putnam Self Storage                                        0
</TABLE>