ML-CFC COMMERCIAL MORTGAGE TRUST 2006-3,
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                  SERIES 2006-3

                             UNDERWRITING AGREEMENT

                               September 22, 2006


Merrill Lynch, Pierce, Fenner & Smith Incorporated
As Representative of the several
Underwriters listed on Schedule I hereto
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
250 Vesey Street, 16th Floor
New York, New York 10080

Ladies and Gentlemen:

      Merrill Lynch Mortgage Investors, Inc., a Delaware corporation (the
"Depositor"), proposes to cause the issuance of, and to sell to the several
Underwriters listed on Schedule I (together, the "Underwriters"), for whom
Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative
(in such capacity, the "Representative"), the Commercial Mortgage Pass-Through
Certificates identified in Schedule I hereto (the "Certificates") pursuant to
this Underwriting Agreement, dated September 22, 2006 (this "Agreement"),
between the Depositor and the Underwriters. Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Countrywide Securities Corporation are acting as joint
bookrunning managers with respect to the offering of the Offered Certificates
(in such capacity, the "Lead Underwriters") in the following manner: Countrywide
Securities Corporation is acting as sole bookrunning manager with respect to
5.498% of the Class C Certificates, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated is acting as sole bookrunning manager with respect to the remainder
of the Class C Certificates and all other classes of Offered Certificates. PNC
Capital Markets LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated
will act as co-managers. The Certificates will evidence beneficial ownership
interests in a trust fund (the "Trust Fund") to be formed by the Depositor and
consisting primarily of a segregated pool (the "Mortgage Pool") of multifamily,
commercial and manufactured housing community mortgage loans (the "Mortgage
Loans").

      Certain of the Mortgage Loans (the "Merrill Mortgage Loans") will be
acquired by the Depositor from Merrill Lynch Mortgage Lending, Inc. ("Merrill")
pursuant to the mortgage loan purchase agreement, dated September 22, 2006 (the
"Merrill Mortgage Loan Purchase Agreement") between the Depositor and Merrill.
Certain of the Mortgage Loans (the "Countrywide Mortgage Loans") will be
acquired by the Depositor from Countrywide Commercial Real Estate Finance, Inc.
("Countrywide") pursuant to the mortgage loan purchase agreement, dated
September 22, 2006 (the "Countrywide Mortgage Loan Purchase Agreement") between
the Depositor and Countrywide. Certain of the Mortgage Loans (the "PNC Mortgage




Loans") will be acquired by the Depositor from PNC Bank, National Association
("PNC") pursuant to the mortgage loan purchase agreement, dated September 22,
2006 (the "PNC Mortgage Loan Purchase Agreement") between the Depositor and PNC.
Merrill, Countrywide and PNC collectively constitute the "Mortgage Loan
Sellers"; and the Merrill Mortgage Loan Purchase Agreement, the Countrywide
Mortgage Loan Purchase Agreement and the PNC Mortgage Loan Purchase Agreement
collectively constitute the "Mortgage Loan Purchase Agreements".

      The Trust is to be created and the Certificates are to be issued under a
pooling and servicing agreement, dated as of September 1, 2006 (the "Pooling and
Servicing Agreement"), between the Depositor, as depositor, Midland Loan
Services, Inc. and Capmark Finance Inc., as master servicers, ING Clarion
Partners, LLC, as special servicer and LaSalle Bank National Association, as
trustee.

      Capitalized terms used herein, but not otherwise defined herein shall have
the meanings set forth in the Mortgage Loan Purchase Agreements.

      The Depositor has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (No. 333-130408) on Form S-3 for the
registration of the Certificates under the Securities Act of 1933, as amended
(the "1933 Act"), which registration statement has become effective. The
Depositor proposes to file with the Commission pursuant to Rule 424(b) under the
1933 Act a supplement to the form of prospectus included in such registration
statement relating to the Certificates and the plan of distribution thereof.
Such registration statement, including the exhibits thereto, and information
that is contained in the Prospectus (as defined below) and is deemed to be part
of and included in such registration statement as it may have been amended or
supplemented at the date of the Prospectus, is hereinafter referred to as the
"Registration Statement"; the prospectus first required to be filed to satisfy
the condition set forth in Rule 172(c) and pursuant to Rule 424(b) under the
1933 Act, is hereinafter referred to as the "Base Prospectus"; such supplement
to the Base Prospectus relating to the Certificates, in the form first required
to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to
Rule 424(b) under the 1933 Act (including the Base Prospectus as so
supplemented) is hereinafter referred to as the "Prospectus Supplement"; and the
Base Prospectus and the Prospectus Supplement, together, are hereinafter
referred to as the "Prospectus". A "free writing prospectus" (as defined
pursuant to Rule 405 under the 1933 Act) relating to the Certificates is
hereinafter referred to as a "Free Writing Prospectus".

      At or prior to the time when sales to purchasers of the Certificates were
first made, which was approximately 11:15 a.m. on September 22, 2006 (the "Time
of Sale"), the Depositor had prepared or caused the preparation of the following
information (collectively, the "Time of Sale Information"); the Depositor's Free
Writing Prospectus dated September 13, 2006 (the "Offering Prospectus") (the
cover page of which is attached hereto as Annex A); the Depositor's prospectus
dated September 13, 2006, relating to the Certificates and previously filed as
part of the Registration Statement; a free writing prospectus comprised of a
revised Annex A-1 to the Offering Prospectus dated September 15, 2006 (the
"September 15, 2006 Revised Annex A-1 Free Writing Prospectus") (the first two
pages of which are attached as Annex B); the Preliminary Structural and
Collateral Term Sheet dated September 13, 2006 relating to the Certificates, as
modified and superseded by the Revised Preliminary Structural and Collateral


                                        2



Term Sheet dated September 15, 2006, and a Structural Term Sheet dated September
20, 2006 (the first two pages, each of which are attached as Annex C hereto);
and the pricing information annex attached hereto as Schedule I. If, subsequent
to the date of this Agreement, the Depositor and the Lead Underwriters determine
that such information included an untrue statement of material fact or omitted
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading and
terminate their old purchase contracts and enter into new purchase contracts
with one or more purchasers of the Certificates, then "Time of Sale Information"
as to any such purchaser will refer to the information conveyed to such
purchaser at the time of entry into the first such new purchase contract,
including any information that corrects such material misstatements or omissions
("Corrective Information") and "Time of Sale" as to such purchaser will refer to
the time and date on which such new purchase contract was entered into.

      1.    Representations and Warranties.

            (a)     The Depositor represents and warrants to the Underwriters as
follows:

            (i)     The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending or, to the Depositor's
knowledge, threatened by the Commission; the Registration Statement as of its
effective date or deemed effective date pursuant to Rule 430B under the 1933 Act
(the "Effective Date"), and the Prospectus, as of the date of the Prospectus
Supplement, complied in all material respects with the applicable requirements
of the 1933 Act and the rules and regulations thereunder (the "1933 Act
Regulations"); and the information in the Registration Statement, as of the
Effective Date, did not contain any untrue statement of a material fact and did
not omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, and the information in the
Prospectus, as of the date of the Prospectus Supplement, did not, and as of the
Closing Date (as hereinafter defined) will not, contain an untrue statement of a
material fact and did not and will not omit to state a material fact necessary
in order to make the information therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the
Depositor makes no representations, warranties or agreements as to (A) the
information furnished in writing to the Depositor by the Underwriters through
the Lead Underwriters specifically for use in connection with the preparation of
the Time of Sale Information and the Prospectus or any revision or amendment
thereof or supplement thereto and other information in conformity therewith and
in reliance thereon (the "Underwriter Information"), (B) any information for
which the Mortgage Loan Sellers are obligated to indemnify the Underwriters
under the Indemnification Agreements, each dated as of September 22, 2006,
between the respective Mortgage Loan Seller, the Depositor and the Underwriters
(the "Mortgage Loan Seller Information") or (C) any information for which the
Trustee, either of the Master Servicers or the Special Servicer is obligated to
indemnify the Underwriters, each under separate indemnification agreements dated
as of September 22, 2006 (the "Trustee/Servicer Information"); and provided,
further, that the Depositor makes no representations, warranties or agreements
regarding untrue statements or omissions in the portions of the Prospectus
Supplement under the heading "Yield and Maturity Considerations" that arise out
of or are based upon untrue statements or omissions in the Mortgage Loan Seller
Information. The Underwriter Information in the Time of Sale Information and the
Prospectus Supplement shall consist of: (i) the first three sentences of the


                                        3



paragraph immediately above the bolded names of the Underwriters on the cover
page of the Offering Prospectus and the Prospectus Supplement, respectively; and
(ii) the second, fourth and eighth paragraphs and the first sentence of the
sixth paragraph of the section of the Offering Prospectus and the Prospectus
Supplement, respectively, entitled "Method of Distribution".

            (ii)    The Time of Sale Information, at the Time of Sale, did not,
and at the Closing Date will not, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that the Depositor makes no representation and warranty
with respect to (A) any Underwriter Information contained in or omitted from the
Time of Sale Information and/or any information that is consistent with such
Underwriter Information, (B) any Mortgage Loan Seller Information contained in
or omitted from such Time of Sale Information or (C) any Trustee/Servicer
Information contained in or omitted from such Time of Sale Information. The
parties acknowledge that none of the Underwriters has furnished any Underwriter
Information to the Depositor expressly for use in the Time of Sale Information
(other than the Offering Prospectus).

            (iii)   The Depositor (including its agents and representatives
other than the Underwriters in their capacity as such) has not made, used,
prepared, authorized, approved or referred to and will not make, use, prepare,
authorize, approve or refer to any "written communication" (as defined in Rule
405 under the 1933 Act) that constitutes an offer to sell or solicitation of an
offer to buy the Certificates other than (i) the Prospectus, (ii) any document
not constituting a prospectus pursuant to Section 2(a)(10)(a) of the 1933 Act or
Rule 134 under the 1933 Act, (iii) the Time of Sale Information, and (iv) each
other written communication of the Depositor or its agents and representatives
approved by the Representative either in writing in advance or in any other
manner mutually agreed to by the Representative and the Depositor (each such
communication referred to in clause (iii) and this clause (iv) constituting an
"issuer free writing prospectus", as defined in Rule 433(h) under the 1933 Act,
being referred to as an "Issuer Free Writing Prospectus"). Each such Issuer Free
Writing Prospectus complied or, if used after the date hereof, will comply, in
all material respects with the 1933 Act and the rules and regulations
promulgated thereunder, has been filed or will be filed in accordance with
Section 4 (to the extent required thereby). Each such Issuer Free Writing
Prospectus referred to in clause (iv) of the second preceding sentence did not
at the Time of Sale, and at the Closing Date will not, contain any untrue
statements of a material fact or (when read in conjunction with the Time of Sale
Information) omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that the Depositor makes no representation and
warranty with respect to (i) any Underwriter Information contained in or omitted
from the Prospectus or the Time of Sale Information and/or any information that
is consistent with such Underwriter Information, (ii) any Mortgage Loan Seller
Information contained in or omitted from any such Issuer Free Writing Prospectus
or (iii) any Trustee/Servicer Information contained in or omitted from any such
Issuer Free Writing Prospectus. The parties acknowledge that none of the
Underwriters has furnished any Underwriter Information to the Depositor
expressly for use in any Issuer Free Writing Prospectus referred to in clause
(iv) of the third preceding sentence.

            (iv)    The Depositor has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, is qualified to do business


                                        4



and is in good standing as a foreign entity in each jurisdiction in which the
conduct of its business requires such qualification, with corporate power and
authority to enter into and perform its obligations under this Agreement, the
Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements.

            (v)     The execution, delivery and performance of this Agreement,
the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements by
the Depositor and the consummation of the transactions contemplated herein and
therein by the Depositor and compliance by the Depositor with its obligations
hereunder and thereunder have been duly authorized by all necessary corporate
action and will not (A) contravene any provision of the certificate of
incorporation or by-laws of the Depositor or applicable law or (B) conflict with
or constitute a breach of or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the
Depositor pursuant to, any contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which the Depositor is a party or by which it may
be bound or to which any of the property or assets of the Depositor is subject,
which conflict, breach, default, lien, charge or encumbrance is reasonably
likely to materially and adversely affect the Depositor's ability to perform its
obligations under this Agreement, the Pooling and Servicing Agreement or the
Mortgage Loan Purchase Agreements.

            (vi)    The Certificates have been duly authorized for issuance and
sale (or will have been so authorized prior to the issuance thereof) pursuant to
this Agreement and the Pooling and Servicing Agreement. When issued,
authenticated and delivered pursuant to the provisions of this Agreement and of
the Pooling and Servicing Agreement against payment of the consideration
therefor in accordance with this Agreement, the Certificates will be duly and
validly issued and outstanding and entitled to the benefits provided by the
Pooling and Servicing Agreement, except as the enforceability thereof may be
limited by the effect of (A) bankruptcy, insolvency, reorganization,
receivership, moratorium or other similar laws affecting the enforcement of the
rights of creditors generally, and (B) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law. The Certificates, the
Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements
conform in all material respects to all statements relating thereto contained in
the Prospectus.

            (vii)   No authorization, approval or consent of any court or
governmental authority or agency is necessary in connection with the offering,
issuance or sale of the Certificates hereunder, except such as have been, or as
of the Closing Date will have been, obtained or such as may otherwise be
required under applicable state securities laws in connection with the purchase
and offer and sale of the Certificates by the Underwriters and any recordation
of the respective assignments of the Mortgage Loans to the Trustee pursuant to
the Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements
that have not yet been completed.

            (viii)  This Agreement and the Mortgage Loan Purchase Agreements
have been, and as of the Closing Date the Pooling and Servicing Agreement will
be, duly authorized, executed and delivered by the Depositor. This Agreement and
the Mortgage Loan Purchase Agreements constitute, and as of the Closing Date the
Pooling and Servicing Agreement will constitute, a legal, valid and binding
agreement enforceable against the Depositor in accordance with its terms, except
as such enforceability may be limited by the effect of (A) bankruptcy,


                                        5



insolvency, reorganization, receivership, moratorium or other similar laws
affecting the enforcement of the rights of creditors generally, (B) general
principles of equity, whether enforcement is sought in a proceeding in equity or
at law, and (C) public policy considerations underlying the securities laws, to
the extent that such public policy considerations limit the enforceability of
the provisions of this Agreement that purport or are construed to provide
indemnification from securities law liabilities.

            (ix)    At the time of the execution and delivery of the Pooling and
Servicing Agreement, the Depositor (A) will convey to the Trustee, or cause to
be conveyed to the Trustee, all of the Depositor's right, title and interest in
and to the Mortgage Loans, free and clear of any lien, mortgage, pledge, charge,
encumbrance, adverse claim or other security interest (collectively "Liens")
granted by or imposed upon the Depositor, (B) will not have assigned to any
other person any of its right, title or interest in the Mortgage Loans or in the
Pooling and Servicing Agreement or the Certificates, and (C) will have the power
and authority to transfer or cause to be transferred its right, title and
interest in the Mortgage Loans to the Trustee and to sell the Certificates to
the Underwriters. Upon execution and delivery of the Pooling and Servicing
Agreement by the Trustee, the Trustee will have acquired ownership of all of the
Depositor's right, title and interest in and to the Mortgage Loans except to the
extent disclosed in the Prospectus, and upon delivery to the Underwriters of the
Certificates pursuant hereto, each Underwriter will have good title to the
Certificates purchased by such Underwriter, in each case free of Liens granted
by or imposed upon the Depositor.

            (x)     The Depositor is not, and the issuance and sale of the
Certificates in the manner contemplated by the Prospectus will not cause the
Depositor or the Trust Fund to be, subject to registration or regulation as an
"investment company" under the Investment Company Act of 1940, as amended (the
"1940 Act").

            (xi)    Under generally accepted accounting principles ("GAAP") and
for federal income tax purposes, the Depositor will report the transfer of the
Mortgage Loans to the Trustee in exchange for the Certificates and the sale of
the Certificates to the Underwriters pursuant to this Agreement as a sale of the
interest in the Mortgage Loans evidenced by the Certificates. The consideration
received by the Depositor upon the sale of the Certificates to the Underwriters
will constitute at least reasonably equivalent value and fair consideration for
the Certificates. The Depositor will be solvent at all relevant times prior to,
and will not be rendered insolvent by, the sale of the Certificates to the
Underwriters. The Depositor is not selling the Certificates to the Underwriters
with any intent to hinder, delay or defraud any of the creditors of the
Depositor.

            (xii)   The Depositor has not relied on the Underwriters for any
tax, regulatory, accounting or other advice with respect to compliance with or
registration under any statute, rule or regulation of any governmental,
regulatory, administrative or other agency or authority. The Depositor
acknowledges and agrees that (i) the terms of this Agreement and the offering
(including the price of the Certificates) were negotiated at arm's length
between sophisticated parties represented by counsel; (ii) no fiduciary,
advisory or agency relationship between the Depositor and the Underwriters has
been created as a result of any of the transactions contemplated by this
Agreement, irrespective of whether any Underwriter has advised or is advising
the Depositor on other matters; (iii) the Underwriters' obligations to the
Depositor in respect of the offering, and the purchase and sale, of the
Certificates are set forth in this


                                        6



Agreement in their entirety; and (iv) it has obtained such legal, tax,
accounting and other advice as it deems appropriate with respect to this
Agreement and the transactions contemplated hereby and any other activities
undertaken in connection therewith, and it is not relying on the Underwriters
with respect to any such matters.

            (xiii)  The Trust Fund (other than those portions specified in the
Pooling and Servicing Agreement) will qualify as two separate real estate
mortgage investment conduits (each, a "REMIC") for federal income tax purposes
pursuant to Section 860D of the Internal Revenue Code of 1986, as amended (the
"Code"); the Regular Certificates will constitute "regular interests" in a
REMIC; and the Class R-I and R-II Certificates will evidence the sole class of
"residual interests" in each related REMIC.

            (xiv)   There are no legal or governmental proceedings pending or,
to the knowledge of the Depositor, threatened to which the Depositor is a party
or to which any of the properties of the Depositor are subject that are required
to be described in the Prospectus or the Time of Sale Information or necessary
in order to make the statements therein in the light of the circumstances under
which they were made, not misleading and that are not so described, nor are
there any contracts or other documents to which the Depositor is a party or to
which the Depositor or any of the properties of the Depositor are subject that
are required to be described in the Prospectus.

            (xv)    At the Closing Date, the respective classes of Certificates
shall have been assigned ratings no lower than those set forth in Schedule I
hereto by the nationally recognized statistical rating organizations identified
in Schedule I hereto (the "Rating Agencies").

            (xvi)   Any taxes, fees and other governmental charges in connection
with the execution, delivery and issuance of this Agreement, the Pooling and
Servicing Agreement and the Certificates payable by the Depositor (other than
income taxes) have been paid or will be paid at or prior to the Closing Date.

            (xvii)  None of the Depositor or any of its affiliates does business
with the government of Cuba or with any person or affiliate located in Cuba
within the meaning of Section 517.075, Florida Statutes.

            (xviii) The Depositor is not, and on the date on which the first
bona fide offer of the Certificates is made (within the meaning of Rule
164(h)(2) under the 1933 Act) will not be, an "ineligible issuer," as defined in
Rule 405 under the 1933 Act.

            (xix)   Other than as set forth or contemplated in the Prospectus,
since the date as of which information is given in the Prospectus, there has not
been any material adverse change or any development involving a prospective
material adverse change, in or affecting the business, prospects, management,
financial position, stockholders' equity or results of operations of the
Depositor.

            (xx)    The Depositor is not (i) in violation of its charter,
by-laws or similar organizational documents; (ii) in default, and no event has
occurred that, with notice or lapse of time or both, would constitute such a
default, in the due performance or observance of any term, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement or


                                        7



other agreement or instrument to which the Depositor is a party or by which the
Depositor is bound or to which any of the property or assets of the Depositor is
subject; or (iii) in violation of any law or statute or any judgment, order or
regulation of any court or governmental agency or body having jurisdiction over
the Depositor, or any of its properties, except, in the case of clauses (ii) and
(iii) above, for any such default or violation that would not, individually or
in the aggregate, have a material adverse effect.

            (b)     Each Underwriter represents and warrants to the Depositor
that, as of the date hereof and as of the Closing Date, such Underwriter has
complied with all of its obligations hereunder.

      2.    Purchase and Sale.

      Subject to the terms and conditions herein set forth and in reliance upon
the representations and warranties herein contained, the Depositor shall sell to
the Underwriters, and each Underwriter shall, severally and not jointly,
purchase from the Depositor, at the related purchase price set forth on Schedule
I hereto, Certificates of each class thereof having an actual or notional amount
as set forth on Schedule I hereto opposite their names plus, if applicable,
accrued interest on the actual principal amount or notional amount thereof at
the applicable Pass-Through Rate from September 1, 2006 to but excluding the
Closing Date (defined below).

      3.    Delivery and Payment.

      Payment of the aggregate purchase price for, and delivery of, the
Certificates shall be made at 10:00 a.m. New York City time on September 29,
2006, which date and time may be postponed by agreement between the Underwriters
and the Depositor (such time and date of payment and delivery, the "Closing
Date"). Payment shall be made to the Depositor by the Underwriters of the
purchase prices of the Certificates as set forth in Schedule I (together with
the interest accrued thereon as contemplated by Section 2 hereof) in immediately
available Federal funds wired to such bank as may be designated by the
Depositor, against delivery of the Certificates. Delivery of the Certificates
will be made in book-entry form through the facilities of The Depository Trust
Company ("DTC"). Each class of Certificates will be represented by one or more
definitive global Certificates to be deposited by or on behalf of the Depositor
with DTC or the Trustee. The Certificates will be made available for examination
by the Underwriters not later than 10:00 a.m. New York City time on the last
business day prior to the Closing Date. The closing of the transactions
contemplated hereby shall be made at the offices of Sidley Austin LLP, 787
Seventh Avenue, New York, New York 10019, or at such other place as shall be
agreed upon by the Underwriters and the Depositor.

      4.    Offering by Underwriters; Free Writing Prospectuses.

            (a)     It is understood that the Underwriters propose to offer the
Certificates for sale as set forth in the Prospectus. It is further understood
that the Depositor, in reliance upon Policy Statement 105, has not and will not
file an offering statement pursuant to Section 352-e of the General Business Law
of the State of New York with respect to the Certificates. Each Underwriter
severally and not jointly therefore agrees that sales of the Certificates made
by such


                                        8



Underwriter in and from the State of New York will be made only to institutional
investors within the meaning of Policy Statement 105.

            (b)     In connection with the offering of the Certificates, the
Underwriters may each prepare and provide to prospective investors Free Writing
Prospectuses, or portions thereof, subject to the following conditions (to which
such conditions each Underwriter agrees (provided that no Underwriter shall be
responsible for any breach of the following conditions by any other
Underwriter)):

                    (i)     Unless preceded or accompanied by the Prospectus,
      the Underwriters shall not convey or deliver, and hereby represent that
      they have not conveyed or delivered, any written communication to any
      person in connection with the initial offering of the Certificates, unless
      such written communication (1) is made in reliance on Rule 134 under the
      1933 Act, (2) constitutes a prospectus satisfying the requirements of Rule
      430B under the 1933 Act, or (3) constitutes Time of Sale Information or a
      Free Writing Prospectus that does not constitute (but is in all material
      respects consistent with) Time of Sale Information. The Underwriters shall
      not convey or deliver in connection with the initial offering of the
      Certificates any "computational materials" or "ABS term sheets" in
      reliance on the "Kidder/PSA" no-action letters or any "ABS informational
      and computational material," as defined in Item 1101(a) of Regulation AB
      under the 1933 Act ("ABS Informational and Computational Material"), in
      reliance upon Rules 167 and 426 under the 1933 Act.

                    (ii)    Each Underwriter shall deliver, and hereby
      represents and warrants that it has delivered, to the Depositor, no later
      than two business days prior to the date of first use thereof or such
      later date as may be agreed to by the Depositor, (a) any Free Writing
      Prospectus that was prepared by or on behalf of such Underwriter (an
      "Underwriter Free Writing Prospectus") and that contains or contained any
      "issuer information," as defined in Rule 433(h) under the 1933 Act and
      footnote 271 of the Commission's Securities Offering Reform Release No.
      33-8591 ("Issuer Information") (which the parties hereto agree includes,
      without limitation, Mortgage Loan Seller Information), and (b) any Free
      Writing Prospectus or portion thereof prepared by or on behalf of such
      Underwriter that contains or contained only a description of the final
      terms of the Certificates, provided that an Underwriter shall not be
      required to deliver to the Depositor any Bloomberg screen email
      transmission that constitutes a Free Writing Prospectus that was delivered
      to an investor pursuant to the foregoing provision, unless such Free
      Writing Prospectus contains information that is not included in a
      prospectus or Free Writing Prospectus previously filed that relates to the
      offering of the Certificates in which case such Underwriter must deliver a
      copy thereof to the Depositor on the same date as delivery to the
      investor. Notwithstanding the foregoing, any Free Writing Prospectus that
      contains only ABS Informational and Computational Materials may be
      delivered by an Underwriter to the Depositor not later than the later of
      (A) two business days prior to the due date for filing of the Prospectus
      pursuant to Rule 424(b) under the 1933 Act or such later date as may be
      agreed to by the Depositor or (B) the date of first use of such Free
      Writing Prospectus.


                                        9



                    (iii)   Each Underwriter represents and warrants to the
      Depositor that the Free Writing Prospectuses furnished or to be furnished
      to the Depositor by such Underwriter pursuant to or as contemplated by
      Section 4(b)(ii) will constitute all Free Writing Prospectuses of the type
      described therein that were furnished to prospective investors by such
      Underwriter in connection with its offer and sale of the Certificates.

                    (iv)    Each Underwriter represents and warrants to the
      Depositor that each Free Writing Prospectus provided or required to be
      provided by it to the Depositor pursuant to or as contemplated by Section
      4(b)(ii) did not, as of the Time of Sale, and will not as of the Closing
      Date, include any untrue statement of a material fact or omit any material
      fact necessary to make the statements contained therein (when read in
      conjunction with the Time of Sale Information), in light of the
      circumstances under which they were made, not misleading; provided
      however, that such Underwriter makes no representation to the extent such
      misstatements or omissions were the result of any inaccurate Issuer
      Information, which information was not corrected by Corrective Information
      subsequently supplied by the Depositor or any Mortgage Loan Seller to such
      Underwriter within a reasonable period of time prior to the Time of Sale.

                    (v)     The Depositor agrees to file with the Commission the
      following:

                            (A)   Any Issuer Free Writing Prospectus;

                            (B)   Any Free Writing Prospectus or portion thereof
            delivered by any Underwriter to the Depositor pursuant to Section
            4(b)(ii); and

                            (C)   Any Free Writing Prospectus for which the
            Depositor or any person (exclusive of an Underwriter) acting on its
            behalf provided, authorized or approved information that is prepared
            and published or disseminated by a person unaffiliated with the
            Depositor or any other offering participant that is in the business
            of publishing, radio or television broadcasting or otherwise
            disseminating communications.

            Notwithstanding the foregoing, the Depositor shall not be required
            to file (1) Issuer Information contained in any Underwriter Free
            Writing Prospectus or Free Writing Prospectus of any other offering
            participant other than the Depositor, if such information is
            included or incorporated by reference in a prospectus or Free
            Writing Prospectus previously filed with the Commission that relates
            to the offering of the Certificates, or (2) any Free Writing
            Prospectus or portion thereof that contains a description of the
            Certificates or the offering of the Certificates which does not
            reflect the final terms thereof.

            The Depositor is required to file such Free Writing Prospectuses
            with the Commission in electronic format and the Underwriters shall
            use reasonable efforts to provide to the Depositor such Free Writing
            Prospectuses, or portions thereof, in either Microsoft Word(R) or
            Microsoft Excel(R) format and not in a PDF, except to the extent
            that the Depositor, in its sole discretion, waives such
            requirements,


                                       10



                    (vi)    Any Free Writing Prospectus required to be filed
      pursuant to Section 4(b)(v) by the Depositor shall be filed with the
      Commission not later than the date of first use of the Free Writing
      Prospectus, except that (subject to compliance by the Underwriters with
      Section 4(b)(ii) hereof in cases where an Underwriter must deliver the
      subject Free Writing Prospectus or portion thereof to the Depositor):

                            (A)   Any Free Writing Prospectus or portion thereof
            required to be filed that contains only the description of the final
            terms of the Certificates shall be filed by the Depositor with the
            Commission within two days of the later of the date such final terms
            have been established for all classes of Certificates and the date
            of first use;

                            (B)   Any Free Writing Prospectus or portion thereof
            required to be filed that contains only ABS Informational and
            Computational Material shall be filed by the Depositor with the
            Commission not later than the later of the due date for filing the
            final Prospectus relating to the Certificates pursuant to Rule
            424(b) under the 1933 Act or two business days after the first use
            of such Free Writing Prospectus; and

                            (C)   Any Free Writing Prospectus required to be
            filed pursuant to Section 4(b)(v)(C) shall, if no payment has been
            made or consideration has been given by or on behalf of the
            Depositor for the Free Writing Prospectus or its dissemination, be
            filed by the Depositor with the Commission not later than four
            business days after the Depositor becomes aware of the publication,
            radio or television broadcast or other dissemination of the Free
            Writing Prospectus.

                    (vii)   Each Underwriter shall file with the Commission any
      Free Writing Prospectus that is used or referred to by it and distributed
      by or on behalf of such Underwriter in a manner reasonably designed to
      lead to its broad, unrestricted dissemination not later than the date of
      the first use of such Free Writing Prospectus.

                    (viii)  Notwithstanding the provisions of Section 4(b)(vii),
      each Underwriter shall file with the Commission any Free Writing
      Prospectus for which such Underwriter or any person acting on its behalf
      provided, authorized or approved information that is prepared and
      published or disseminated by a person unaffiliated with the Depositor or
      any other offering participant that is in the business of publishing,
      radio or television broadcasting or otherwise disseminating written
      communications and for which no payment was made or consideration given by
      or on behalf of the Depositor or any other offering participant, not later
      than four business days after such Underwriter becomes aware of the
      publication, radio or television broadcast or other dissemination of the
      Free Writing Prospectus.

                    (ix)    Notwithstanding the provisions of Sections 4(b)(v)
      and 4(b)(vii), neither the Depositor nor any Underwriter shall be required
      to file any Free Writing Prospectus that does not contain substantive
      changes from or additions to a Free Writing Prospectus previously filed
      with the Commission, and no Underwriter shall be required to file any Free
      Writing Prospectus to the extent that the information contained therein is


                                       11



      included in a prospectus or Free Writing Prospectus previously filed that
      relates to the offering of the Certificates.

                    (x)     The Depositor and the Underwriters each agree that
      any Free Writing Prospectuses prepared by it shall contain the following
      legend, or substantially equivalent legend that complies with Rule 433 of
      the 1933 Act:

                  The depositor has filed a registration statement (including a
                  prospectus) with the SEC for the offering to which this
                  communication relates. Before you invest, you should read the
                  prospectus in that registration statement and other documents
                  the depositor has filed with the SEC for more complete
                  information about the depositor, the issuing entity, and this
                  offering. You may get these documents for free by visiting
                  EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
                  depositor, any underwriter or any dealer participating in the
                  offering will arrange to send you the prospectus if you
                  request it by calling toll-free 1-866-718-1649.

                    (xi)    The Depositor and each Underwriter agree to retain
      all Free Writing Prospectuses that they have used and that are not
      required to be filed pursuant to this Section 4 for a period of three
      years following the initial bona fide offering of the Certificates.

                    (xii)   (A)   If the Depositor becomes aware that, as of the
      Time of Sale, any Issuer Free Writing Prospectus delivered to an investor
      in any Certificate contained any untrue statement of a material fact or
      omitted to state a material fact necessary in order to make the statements
      contained therein (when read in conjunction with the Time of Sale
      Information), in light of the circumstances under which they were made,
      not misleading (a "Defective Issuer Free Writing Prospectus"), the
      Depositor shall notify the Underwriters of such untrue statement or
      omission within one business day after discovery and the Depositor shall,
      if requested by the Underwriters, prepare and deliver to the Underwriters
      a Free Writing Prospectus that corrects the material misstatement or
      omission in the Defective Issuer Free Writing Prospectus (such corrected
      Issuer Free Writing Prospectus, a "Corrected Issuer Free Writing
      Prospectus").

                            (B)   If any Underwriter becomes aware that, as of
            the Time of Sale, any Underwriter Free Writing Prospectus delivered
            to an investor in any Certificates contained any untrue statement of
            a material fact or omitted to state a material fact necessary in
            order to make the statements contained therein (when read in
            conjunction with the Time of Sale Information), in light of the
            circumstances under which they were made, not misleading (together
            with a Defective Issuer Free Writing Prospectus, a "Defective Free
            Writing Prospectus"), such Underwriter shall notify the Depositor of
            such untrue statement or omission within one business day after
            discovery.


                                       12



                            (C)   The Underwriters shall, if requested by the
            Depositor:

                                  (1)   if the Defective Free Writing Prospectus
                  was an Underwriter Free Writing Prospectus, prepare a Free
                  Writing Prospectus that corrects the material misstatement in
                  or omission from the Defective Free Writing Prospectus
                  (together with a Corrected Issuer Free Writing Prospectus, a
                  "Corrected Free Writing Prospectus");

                                  (2)   deliver the Corrected Free Writing
                  Prospectus to each investor which received the Defective Free
                  Writing Prospectus prior to entering into a contract of sale
                  with such investor;

                                  (3)   notify such investor in a prominent
                  fashion that the prior contract of sale with the investor has
                  been terminated, and of the investor's rights as a result of
                  termination of such agreement;

                                  (4)   provide such investor with an
                  opportunity to affirmatively agree to purchase the
                  Certificates on the terms described in the Corrected Free
                  Writing Prospectus; and

                                  (5)   comply with any other requirements for
                  reformation of the original contract of sale with such
                  investor, as described in Section IV.A.2.c of Commission's
                  Securities Offering Reform Release No. 33-8591.

                            (D)   If the Defective Free Writing Prospectus
            was an Issuer Free Writing Prospectus, and the Underwriters shall in
            good faith incur any costs to an investor in connection with the
            reformation of the contract of sale with the investor, the Depositor
            agrees to reimburse the Underwriters for such costs; provided that,
            before incurring such costs, the Underwriters first permit the
            Depositor access to the applicable investor and an opportunity to
            attempt to mitigate such costs through direct negotiation with such
            investor.

                    (xiii)  Each Underwriter covenants with the Depositor that
      after the Prospectus is available such Underwriter shall not distribute
      any written information concerning the Certificates to a prospective
      investor unless such information is preceded or accompanied by the
      Prospectus other than any Bloomberg screen email transmission that
      constitutes a Free Writing Prospectus that is subject to the proviso in
      Section 4(b)(ii).

            (c)     Each Underwriter further represents and warrants that:

            (i)     it has only communicated or caused to be communicated and
will only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the Financial
Services and Markets Act 2000) received by it in connection with the issue or
sale of the Certificates in circumstances in which Section 21(1) of the
Financial Services and Markets Act 2000 does not apply to the Depositor; and


                                       13



            (ii)    it has complied and will comply with all applicable
provisions of the Financial Services and Markets Act 2000 with respect to
anything done by it in relation to the certificates in, from or otherwise
involving the United Kingdom.

            (iii)   In relation to each Member State of the European Economic
Area which has implemented the Prospectus Directive (each, a "Relevant Member
State"), each Underwriter represents and agrees with the Depositor that with
effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date")
such Underwriter has not made and will not make an offer of the Certificates to
the public in that Relevant Member State prior to the publication of a
prospectus in relation to the Certificates which has been approved by the
competent authority in that Relevant Member State or, where appropriate,
approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with the Prospectus
Directive, except that such Underwriter may, with effect from and including the
Relevant Implementation Date, make an offer of the Certificates to the public in
that Relevant Member State at any time:

                    (A)     to legal entities which are authorized or regulated
      to operate in the financial markets or, if not so authorized or regulated,
      whose corporate purpose is solely to invest in securities;

                    (B)     to any legal entity which has two or more of (1) an
      average of at least 250 employees during the last financial year; (2) a
      total balance sheet of more than (euro)43,000,000 and (3) an annual net
      turnover of more than (euro)50,000,000, as shown in its last annual or
      consolidated accounts; or

                    (C)     in any other circumstances which do not require the
      publication by the Depositor of a prospectus pursuant to Article 3 of the
      Prospectus Directive.

            For the purposes of this provision, the expression an "offer of the
Certificates to the public" in relation to any of the Certificates in any
Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Certificates to be
offered so as to enable an investor to decide to purchase or subscribe the
Certificates, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and the expression
"Prospectus Directive" means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.

            (d)     Merrill Lynch, Pierce, Fenner & Smith Incorporated
represents and warrants to the Depositor that it has the authority to act as
Representative of the Underwriters and to bind the Underwriters hereto.


                                       14



      5.    Covenants of the Depositor.

      The Depositor covenants with each Underwriter as follows:

            (a)     The Depositor will give each of the Underwriters notice of
its intention to prepare, use, authorize, approve, refer to or file any Issuer
Free Writing Prospectus or to file or prepare (i) any amendment to the
Registration Statement at any time prior to the Closing Date or (ii) any
amendment or supplement to the Prospectus (including any revised prospectus that
the Depositor proposes for use by the Underwriters in connection with the
offering of the Certificates and that differs from the prospectus on file at the
Commission at the time the Registration Statement became effective, whether or
not such revised prospectus is required to be filed pursuant to Rule 424(b) of
the 1933 Act Regulations) at any time during the period when a prospectus
relating to the Certificates is required to be delivered under the 1933 Act, and
the Depositor will furnish the Underwriters with copies of any such Issuer Free
Writing Prospectus, amendment or supplement a reasonable amount of time prior to
such proposed filing or use, as the case may be, and will not prepare, use,
authorize, approve, refer to or file any such Issuer Free Writing Prospectus or
file any such amendment or supplement or use any such prospectus to which the
Underwriters shall reasonably object.

            (b)     The Depositor will promptly give the Lead Underwriters
notice of (i) any request by the Commission for any amendment of the
Registration Statement or the Prospectus or for any additional information
relating to the Certificates, (ii) any written notification received by the
Depositor of suspension of qualification of the Certificates for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose
and (iii) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or, to the
knowledge of the Depositor, threatening any proceeding for that purpose. The
Depositor will use its best efforts to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the withdrawal thereof.

            (c)     The Depositor will cause the Prospectus to be transmitted
to the Commission for filing pursuant to Rule 424(b) under the 1933 Act by means
reasonably calculated to result in filing with the Commission pursuant to said
rule. Subject to Section 4, the Depositor will cause each Issuer Free Writing
Prospectus to be transmitted for filing pursuant to Rule 433 under the 1933 Act
by means reasonably calculated to result in filing with the Commission pursuant
to said rule.

            (d)     The Depositor will furnish to the Lead Underwriters, from
time to time during the period when a prospectus relating to the Certificates is
required to be delivered under the 1933 Act, such number of copies of the
Prospectus and each Free Writing Prospectus (as amended or supplemented) as the
Lead Underwriters may reasonably request for the purposes contemplated by the
1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") or
the respective applicable rules and regulations of the Commission thereunder.

            (e)     If, during the period after the first date of the public
offering of the Certificates in which a prospectus relating to the Certificates
is required to be delivered under the 1933 Act, any event shall occur as a
result of which it is necessary to amend or supplement the Prospectus in order
to make the Prospectus not misleading in the light of the circumstances


                                       15



existing at the time it is delivered to a purchaser of Certificates, if the
Depositor has actual knowledge of the event, and if the event is not otherwise
disclosed in a filing to the Registration Statement pursuant to Section 13 or
15(d) of the 1934 Act, the Depositor will forthwith amend or supplement the
Prospectus so that, as so amended or supplemented, the Prospectus will not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances existing at the time it is delivered to a purchaser, not
misleading, and the Depositor will furnish to the Lead Underwriters a reasonable
number of copies of such amendment or supplement.

            (f)     The Depositor will endeavor to arrange for the qualification
of the Certificates for sale under the applicable securities laws of such states
and other jurisdictions of the United States as the Lead Underwriters may
reasonably designate and will maintain such qualification in effect so long as
required for the initial distribution of Certificates; provided, however, that
the Depositor shall not be obligated to qualify as a foreign corporation in any
jurisdiction in which it is not so qualified or to file a general consent to
service of process in any jurisdiction.

            (g)     The Depositor will use the net proceeds received by it from
the sale of the Certificates in the manner specified in the Prospectus under
"Use of Proceeds".

            (h)     Whether or not the transactions contemplated by this
Agreement are consummated, the Depositor will pay or cause to be paid all
expenses incident to the performance of the obligations of the Depositor under
this Agreement, including, without limitation, (i) the fees, disbursements and
expenses of the Depositor's counsel and accountants in connection with the
purchase of the Mortgage Loans and the issuance and sale of the Certificates,
(ii) all fees and expenses incurred in connection with the registration and
delivery of the Certificates under the 1933 Act, and all other fees or expenses
in connection with the preparation and filing of the Registration Statement, the
Time of Sale Information, any Issuer Free Writing Prospectus, the Prospectus and
amendments and supplements to any of the foregoing, including all printing costs
associated therewith, and the mailing and delivering of copies thereof to the
Underwriters and dealers, in the quantities specified above, (iii) all costs and
expenses related to the transfer and delivery of the Certificates to the
Underwriters, including any transfer or other taxes payable thereon, (iv) the
costs of printing or producing any "blue sky" memorandum in connection with the
offer and sale of the Certificates under state securities laws and all expenses
in connection with the qualification of the Certificates for the offer and sale
under state securities laws as provided in Section 5(f), including filing fees
and the reasonable fees and disbursements of counsel for the Lead Underwriters
in connection with such qualification and in connection with the "blue sky"
memorandum, (v) the cost of printing the Certificates, (vi) the upfront costs
and charges of any transfer agent, registrar or depository, (vii) the fees and
expenses of the rating agencies incurred in connection with the issuance and
sale of the Certificates and (viii) all other costs and expenses incident to the
performance of the obligations of the Depositor hereunder for which provision is
not otherwise made in this Section. Except as herein provided, the Underwriters
shall be responsible for the payment of all costs and expenses incurred by them,
including, without limitation, (i) the fees and disbursements of counsel of the
Underwriters and (ii) such additional costs arising out of any Free Writing
Prospectuses prepared by or on behalf of the Underwriters and the filing of such
materials, if required, with the Commission.


                                       16



            (i)     The Depositor shall obtain a letter from Ernst & Young LLP,
certified public accountants, satisfactory in form and substance to the
Depositor and the Lead Underwriters, to the effect that such accountants have
performed certain specified procedures, all of which have been agreed to by the
Depositor and the Lead Underwriters, as a result of which they have determined
that the information included in the Time of Sale Information that the
accountants have examined in accordance with such agreed upon procedures, is
accurate except as to such matters that are not deemed by the Depositor or the
Lead Underwriters to be material.

      6.    Conditions of Underwriters' Obligations.

      Each Underwriter's obligation to purchase the Certificates allocated to it
as set forth on Schedule I hereto shall be subject to the accuracy in all
material respects of the representations and warranties on the part of the
Depositor contained herein as of the date hereof and as of the Closing Date, to
the performance by the Depositor in all material respects of its obligations
hereunder and to the following conditions:

            (a)     No stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for that purpose
shall be pending or, to the Depositor's knowledge, threatened by the Commission
and the Prospectus Supplement and each Free Writing Prospectus required to be
filed by the Depositor pursuant to Section 4(b) shall have been filed or
transmitted for filing by means reasonably calculated to result in a filing with
the Commission pursuant to Rule 424(b) under the 1933 Act or Rule 433 under the
1933 Act, as applicable.

            (b)     On the Closing Date, the Lead Underwriters shall have
received:

                    (i)     One or more opinions, dated the Closing Date and
      addressed to the Underwriters, of counsel to the Depositor, in form and
      substance satisfactory to such Lead Underwriters, substantially to the
      effect that:

                            (A)   The Depositor is a corporation in good
            standing under the laws of the State of Delaware.

                            (B)   The Depositor has corporate power and
            authority to enter into and perform its obligations under this
            Agreement, the Pooling and Servicing Agreement and the Mortgage Loan
            Purchase Agreements.

                            (C)   Each of this Agreement, the Pooling and
            Servicing Agreement and the Mortgage Loan Purchase Agreements have
            been duly authorized, executed and delivered by the Depositor. Upon
            due authorization, execution and delivery by the other parties
            thereto, the Pooling and Servicing Agreement and the Mortgage Loan
            Purchase Agreements will constitute a valid, legal and binding
            agreement of the Depositor, enforceable against the Depositor in
            accordance with its terms, except as enforceability may be limited
            by (1) bankruptcy, insolvency, liquidation, receivership,
            moratorium, reorganization or other similar laws affecting the
            enforcement of the rights of creditors generally, (2) general
            principles of equity, whether enforcement is sought in a proceeding
            in


                                       17



            equity or at law and (3) such other exceptions as are reasonably
            acceptable to the Lead Underwriters.

                            (D)   The Certificates, when duly and validly
            executed, authenticated and delivered in accordance with the Pooling
            and Servicing Agreement and paid for in accordance with this
            Agreement, will be entitled to the benefits of the Pooling and
            Servicing Agreement.

                            (E)   The Registration Statement was declared
            effective under the 1933 Act and, to the best of such counsel's
            knowledge and information, no stop order suspending the
            effectiveness of the Registration Statement has been issued under
            the 1933 Act and not withdrawn, and no proceedings for that purpose
            have been initiated or threatened by the Commission.

                            (F)   At the time it was declared effective under
            the 1933 Act, the Registration Statement (other than any financial,
            numerical, accounting or statistical information included or
            incorporated by reference therein, as to which no opinion need be
            rendered) complied as to form in all material respects with the
            requirements of the 1933 Act and the 1933 Act Regulations.

                            (G)   To such counsel's knowledge and information,
            there are no material contracts, indentures, or other documents of
            the Depositor required to be described or referred to in the
            Registration Statement or to be filed as exhibits thereto other than
            those described or referred to therein or filed or incorporated by
            reference as exhibits thereto or that may be filed subsequently to
            the Closing Date pursuant to a Current Report on Form 8-K.

                            (H)   The Pooling and Servicing Agreement is not
            required to be qualified under the Trust Indenture Act of 1939, as
            amended, and the issuance and sale of the Certificates in the manner
            contemplated by the Prospectus will not cause the Trust Fund to be
            subject to registration or regulation as an "investment company"
            under the Investment Company Act of 1940, as amended.

                            (I)   No consent, approval, authorization, or order
            of any State of New York or federal court or governmental agency or
            body is required for the consummation by the Depositor of the
            transactions contemplated herein, except (1) such as have been
            obtained, (2) such as may be required under the blue sky laws of any
            jurisdiction in connection with the purchase and sale of the
            Certificates by the Underwriters, as to which no opinion need be
            expressed and (3) any recordation of the assignments of the Mortgage
            Loans to the Trustee pursuant to the Pooling and Servicing Agreement
            that has not yet been completed.

                            (J)   Neither the sale of the Certificates to the
            Underwriters pursuant to this Agreement, nor the consummation by the
            Depositor of any other of the transactions contemplated by, or the
            fulfillment by the Depositor of the terms of, this Agreement, the
            Pooling and Servicing Agreement or the Mortgage Loan Purchase
            Agreements, will conflict with or result in a breach or violation of


                                       18



            any term or provision of, or constitute a default (or an event which
            with the passing of time or notification or both, would constitute a
            default) under, (1) the certificate of incorporation or by-laws of
            the Depositor or, (2) to the knowledge of such counsel, any material
            indenture, agreement or instrument to which the Depositor is a party
            or by which it is bound or, (3) any State of New York or federal
            statute or regulation applicable to the Depositor or, (4) to the
            knowledge of such counsel, any order of any New York or federal
            court, regulatory body, administrative agency or governmental body
            having jurisdiction over the Depositor except, in the case of either
            (2) or (4), for any conflict, breach, violation or default that, in
            the judgment of such counsel, is not reasonably likely to materially
            and adversely affect the Depositor's ability to perform its
            obligations under this Agreement or the Pooling and Servicing
            Agreement.

                    (ii)    An opinion, dated the Closing Date and addressed to
      the Underwriters, of counsel to the Underwriters, reasonably acceptable to
      the Underwriters.

                    (iii)   In giving their opinions required by the foregoing
      subsections (i) and (ii) of this Section, counsel to the Depositor and the
      Underwriters, respectively, shall in each case additionally state that
      nothing has come to such counsel's attention that has caused it to believe
      that (i), in the case of counsel to the Depositor, the Registration
      Statement, the Prospectus or the Time of Sale Information, and (ii) in the
      case of counsel to the Underwriters, the Prospectus or the Time of Sale
      Information (in each case other than any financial statements and
      supporting schedules and numerical, statistical and/or accounting
      information included therein, as to which no statement need be made), in
      the case of the Registration Statement, as of the time it was declared
      effective under the 1933 Act, in the case of the Prospectus, as of the
      date thereof or as of the Closing Date, and as of the Time of Sale, in the
      case of the Time of Sale Information, contained an untrue statement of a
      material fact or omitted to state a material fact necessary to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading. Such statement shall be based upon conferences
      and telephone conversations with representatives of the parties hereto,
      the Mortgage Loan Sellers, the Master Servicers, the Special Servicer and
      the Trustee and such statement may be qualified that, with limited
      exception, such counsel will not have reviewed any loan documents. Such
      counsel may exclude from such opinion those sections of the Prospectus and
      Time of Sale Information that constitute Mortgage Loan Seller Information
      and Trustee/Servicer Information.

      Such opinion(s) may express its (their) reliance as to factual matters on
the representations and warranties made by, and on certificates or other
documents furnished by officers and/or authorized representatives of, the
parties to this Agreement and the Pooling and Servicing Agreement and on
certificates furnished by public officials. Such opinion(s) may assume the due
authorization, execution and delivery of the instruments and documents referred
to therein by the parties thereto other than the party on behalf of which such
opinion is being rendered. Such opinion(s) may be qualified as an opinion only
on the General Corporation Law of the State of Delaware, the laws of the State
of New York and the federal law of the United States.


                                       19



            (c)     On the Closing Date, the Lead Underwriters shall have
received a favorable opinion, dated the Closing Date and addressed to the
Underwriters, of special tax and ERISA counsel to the Depositor (i) regarding
the qualification of each of REMIC I and REMIC II as a real estate mortgage
investment conduit within the meaning of Sections 860A through 860G of the
Internal Revenue Code of 1986 and (ii) generally to the effect that the
statements in the Base Prospectus and the Prospectus Supplement under the
headings "Federal Income Tax Consequences" and "ERISA Considerations", to the
extent that they constitute matters of federal law or legal conclusions with
respect thereto, while not purporting to discuss all possible consequences of
investment in the Certificates to all investors, are correct in all material
respects with respect to those consequences or matters that are discussed
therein. Such opinion(s) may express its (their) reliance as to factual matters
on the representations and warranties made by, and on certificates or other
documents furnished by officers and/or authorized representatives of, the
parties to this Agreement and the Pooling and Servicing Agreement and on
certificates furnished by public officials. Such opinion(s) may assume the due
authorization, execution and delivery of the instruments and documents referred
to therein by the parties thereto. Such opinion(s) may be qualified as an
opinion only on the federal tax and ERISA law of the United States.

            (d)     The Depositor shall have delivered to the Lead Underwriters
a certificate, dated the Closing Date, and signed by an authorized officer or
signatory of the Depositor, to the effect that the signer of such certificate
has examined, or has relied upon an examination conducted by appropriate persons
authorized by him or her of, this Agreement, the Prospectus, the Pooling and
Servicing Agreement and various other closing documents, and that, to his or her
knowledge after reasonable investigation:

                    (i)     the representations and warranties of the Depositor
      in this Agreement and the Pooling and Servicing Agreement are true and
      correct in all material respects;

                    (ii)    the Depositor has, in all material respects,
      complied with all the agreements and satisfied all the conditions on its
      part to be performed or satisfied hereunder at or prior to the Closing
      Date;

                    (iii)   since the date of this Agreement, there has been no
      material adverse change in the financial condition of the Depositor; and

                    (iv)    no stop order suspending the effectiveness of the
      Registration Statement has been issued and no proceedings for that purpose
      have been initiated or threatened by the Commission.

            (e)     Each Mortgage Loan Seller shall have delivered to the Lead
Underwriters a certificate, dated the Closing Date, and signed by an authorized
officer or signatory of the Mortgage Loan Seller to the effect that:

                    (i)     the representations and warranties of the Mortgage
      Loan Seller in the respective Mortgage Loan Purchase Agreement are true
      and correct in all material respects except as indicated on Schedule A
      thereto;


                                       20



                    (ii)    the Mortgage Loan Seller has, in all material
      respects, complied with all the agreements and satisfied all the
      conditions on its part to be performed or satisfied under the respective
      Mortgage Loan Purchase Agreement at or prior to the Closing Date; and

                    (iii)   since the date of this Agreement, there has been no
      material adverse change in the financial condition of the Mortgage Loan
      Seller.

            (f)     The Depositor and the Lead Underwriters shall have received
from Ernst & Young LLP, certified public accountants, a letter dated the Closing
Date and addressed to the Underwriters, in form and substance satisfactory to
the Lead Underwriters, stating in effect that:

                    (i)     they have performed certain specified procedures as
      a result of which they have determined that certain information of an
      accounting, financial or statistical nature set forth in the Prospectus
      Supplement agrees with the data sheet or computer tape prepared by or on
      behalf of each Mortgage Loan Seller, unless otherwise noted in such
      letter; and

                    (ii)    they have compared the data contained in the data
      sheet or computer tape referred to in the immediately preceding clause (i)
      to information contained in the Mortgage Files and in such other sources
      as shall be specified by them, and found such data and information to be
      in agreement, unless otherwise noted in such letter.

            (g)     The Depositor shall have received the accountant's letters
specified in Section 5(i).

            (h)     The Lead Underwriters shall have received, with respect to
each of the Master Servicers, the Special Servicer and the Trustee, a favorable
opinion of counsel, dated the Closing Date and addressed to the Underwriters,
addressing the valid existence of such party under the laws of the jurisdiction
of its organization, the due authorization, execution and delivery of the
Pooling and Servicing Agreement by such party and, subject to the same
limitations as set forth in Section 6(b)(i)(C), the enforceability of the
Pooling and Servicing Agreement against such party and such other opinions as
shall be reasonably requested by the Lead Underwriters. Such opinion may express
its reliance as to factual matters on representations and warranties made by,
and on certificates or other documents furnished by officers and/or authorized
representatives of, parties to the Pooling and Servicing Agreement and on
certificates furnished by public officials. Such opinion may assume the due
authorization, execution and delivery of the instruments and documents referred
to therein by the parties thereto other than the party on behalf of which such
opinion is being rendered.

            (i)     Subsequent to the date hereof, there shall not have
occurred any change, or any development involving a prospective change, in or
affecting the business or properties of the Depositor or a Mortgage Loan Seller
(including any of the Mortgage Loans) which such Underwriter concludes, in the
reasonable judgment of such Underwriter, materially impairs the investment
quality of the Certificates so as to make it impractical or inadvisable to
proceed with


                                       21



the public offering or the delivery of the Certificates as contemplated by the
Time of Sale Information (excluding the Corrective Information) and the
Prospectus.

            (j)     The Certificates shall have been assigned ratings by the
Rating Agencies (as defined in the Pooling and Servicing Agreement) no less than
those set forth on Schedule I and such ratings shall not have been withdrawn,
suspended or qualified.

            (k)     The Lead Underwriters shall have received copies of any
opinions of counsel to the Depositor supplied to the Rating Agencies relating to
certain matters with respect to the Certificates. Any such opinions shall be
dated the Closing Date and addressed to the Underwriters or accompanied by
reliance letters addressed to the Underwriters.

            (l)     The Depositor shall have furnished to the Lead Underwriters
such further opinions, information, certificates and documents as the Lead
Underwriters may reasonably have requested, and all proceedings in connection
with the transactions contemplated by this Agreement and all documents incident
hereto shall be in all material respects reasonably satisfactory in form and
substance to the Lead Underwriters and its counsel.

      7.    Indemnification.

            (a)     The Depositor shall indemnify and hold harmless each
Underwriter (severally and not jointly), its directors and officers and each
person, if any, who controls such Underwriter within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any
and all expenses, losses, claims, damages and other liabilities (including
without limitation the reasonable costs of investigation and legal defense) (the
"Liabilities") caused by (i) any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, not misleading, or any untrue
statement or alleged untrue statement of any material fact contained in the
Prospectus or any omission or alleged omission to state therein a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading or (ii) any untrue statement or
alleged untrue statement of a material fact contained in the Time of Sale
Information or any Issuer Free Writing Prospectus or any Issuer Information
contained in any Underwriter Free Writing Prospectus (provided that such Issuer
Information was delivered to the Depositor to the extent required by Section
4(b)(ii)), or the omission or alleged omission to state a material fact
necessary to make the statements therein (when read in conjunction with the
other Time of Sale Information), in light of the circumstances under which they
were made, not misleading, which was not corrected by Corrective Information
subsequently supplied by the Depositor or any Mortgage Loan Seller to any
Underwriter within a reasonable period of time prior to the Time of Sale, or
(iii) any breach of the representation and warranty in Section 1(a)(xviii);
provided that, in the case of clauses (i) and (ii) above, insofar as the
Liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission with respect to any information in the Prospectus
as to which any Underwriter has agreed to indemnify the Depositor pursuant to
Section 7(b), the Depositor shall have no obligation to so indemnify and hold
harmless; and provided, further, that the Depositor shall have no obligation to
so indemnify and hold harmless to the extent that the Liabilities arise out of
or are based upon an untrue statement or omission or an alleged untrue statement
or omission


                                       22



made in, or in reliance upon and conformity with, or otherwise with respect to
the Mortgage Loan Seller Information (including without limitation untrue
statements or alleged untrue statements or omissions or alleged omissions in the
portions of the Prospectus Supplement and any free writing prospectus under the
heading "Yield and Maturity Considerations" that arise out of or are based upon
untrue statements or alleged untrue statements or omissions or alleged omissions
in the Mortgage Loan Seller Information or the Trustee/Servicer Information).

            (b)     Each Underwriter shall, severally and not jointly,
indemnify and hold harmless the Depositor, its directors and its officers who
signed the Registration Statement and each person, if any, who controls the
Depositor within the meaning of either Section 15 of the 1933 Act or Section 20
of the 1934 Act against any and all Liabilities as incurred, but only with
respect to Liabilities caused by any (i) untrue statements or alleged untrue
statements of a material fact, or omissions or alleged omissions to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in the Underwriter
Information and (ii) untrue statements or alleged untrue statements of a
material fact in any Underwriter Free Writing Prospectus prepared by or on
behalf of such Underwriter or omission or alleged omission to state in such
Underwriter Free Writing Prospectus a material fact necessary in order to make
the statements therein (when read in conjunction with the Time of Sale
Information), in the light of the circumstances under which they were made, not
misleading; provided, that no Underwriter shall be obligated to so indemnify and
hold harmless (A) to the extent such Liabilities are caused by a misstatement or
omission resulting from an error or omission in the Issuer Information which was
not corrected by Corrective Information subsequently supplied by the Depositor
or any Mortgage Loan Seller to any Underwriter within a reasonable period of
time prior to the Time of Sale or (B) in the case of clause (ii) of this
sentence, with respect to information that is also contained in the Time of Sale
Information.

            (c)     Each indemnified party shall give notice in writing as
promptly as reasonably practicable to each indemnifying party of any action
commenced against it in respect of which indemnity may be sought hereunder, but
failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability which it may have otherwise than under subsection (a)
or (b) of this Section 7. Upon request of the indemnified party, the
indemnifying party shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding as incurred. If any
action is brought against any indemnified party and it notifies the indemnifying
party of the commencement thereof, the indemnifying party may participate at its
own expense in the defense of any such action. The indemnifying party may elect
to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from the indemnified party. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have agreed to the retention of such counsel, (ii) the named parties
to any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing
interests between them or (iii) the indemnifying party shall have failed to
designate within a reasonable period of time


                                       23



counsel reasonably satisfactory to the indemnified party (in which case the fees
and expenses shall be paid as incurred by the indemnifying party). In no event
shall the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. An indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent.
However, if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party shall indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel for which the indemnifying party is obligated
under this subsection, the indemnifying party agrees that it shall be liable for
any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. If an indemnifying party assumes the
defense of any proceeding, it shall be entitled to settle such proceeding with
the consent of the indemnified party or, if such settlement provides for an
unconditional release of the indemnified party, without any admission of fault,
culpability or failure to act or on behalf of the indemnified party, in
connection with all matters relating to the proceeding that have been asserted
against the indemnified party in such proceeding by the other parties to such
settlement, without the consent of the indemnified party.

            (d)     If the indemnification provided for in this Section 7 is
due in accordance with its terms but is for any reason unavailable to an
indemnified party under subsection (a) or (b), or insufficient to hold harmless
an indemnified party, in respect of any losses, claims, damages or liabilities
under subsection (a) or (b) on grounds of public policy or otherwise, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Depositor on the
one hand and the applicable Underwriter on the other from the offer and sale of
the Certificates pursuant hereto or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Depositor on the one hand and of such
Underwriter on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or other liabilities, as well as any
other relevant equitable considerations. The relative benefits received by the
Depositor on the one hand, and such Underwriter on the other, in connection with
the offering of the Certificates underwritten by such Underwriter shall be
deemed to be in the same respective proportions that the total proceeds from the
sale of the Certificates underwritten by such Underwriter (before deducting
expenses) received by the Depositor and the amount by which (i) the total price
received by such Underwriter with respect to the initial resale to investors in
the Certificates acquired by such Underwriter exceeds (ii) the total
underwriting discounts and commissions received by such Underwriter (or, if no
such Underwriter discounts and commissions are payable hereunder, the amount of
the other fees payable to such Underwriter in connection with the offering of
the Certificates), bear to the aggregate offering price of the Certificates. The
relative fault of the Depositor on the one hand and of such Underwriter on the
other shall be determined by reference


                                       24



to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Depositor or by such Underwriter, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

            (e)     The parties hereto agree that it would not be just and
equitable if contribution were determined by pro rata allocation or by any other
method of allocation that does not take account of the considerations referred
to in subsection (d) above. The amount paid or payable by an indemnified party
as a result of the losses, claims, damages or other liabilities referred to in
this Section 7 shall be deemed to include any legal fees and disbursements or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such claim. If any expenses so paid by the
indemnifying party are subsequently determined to not be required to be borne by
the indemnifying party hereunder, the party which received such payment shall
promptly refund the amount so paid to the party which made such payment.
Notwithstanding the provisions of subsection (d) above or this subsection (e),
no Underwriter shall be required to contribute any amount in excess of the
amount by which (i) the total underwriting discounts and commissions and other
fees received by such Underwriter in connection with the offering of the
Certificates exceeds (ii) the amount of damages that such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 7 are not exclusive
and shall not limit any rights or remedies that may otherwise be available to
any indemnified party at law or in equity.

            (f)     The indemnity and contribution agreements contained in
this Section 7 shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by the
Depositor, an Underwriter, any of their respective directors or officers, or any
person controlling the Depositor or such Underwriter within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act, and (iii)
acceptance of and payment for any of the Certificates.

            (g)     The Underwriters' respective obligations to contribute
pursuant to this Section 7 are several in proportion to the respective amount of
Certificates they have purchased hereunder, and not joint.

            (h)     Each Underwriter (the "Indemnifying Underwriter") will
indemnify and hold harmless the other Underwriters and each person, if any, who
controls such Underwriter within the meaning of either the 1933 Act or the 1934
Act (the "Non-Indemnifying Underwriter") from and against any and all losses,
claims, damages or liabilities, joint or several, to which the Non-Indemnifying
Underwriter becomes subject under the 1933 Act, the 1934 Act or other federal or
state statutory law or regulation, common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement of a
material fact or the omission or alleged omission (when read in conjunction with
the Time of Sale Information) to state a material fact necessary in order to
make the statements, in the light of the circumstances under which they were
made, not misleading at the Time of Sale, contained in any Underwriter Free
Writing


                                       25



Prospectus prepared by, or on behalf of, or used or referred to by, such
Indemnifying Underwriter or (ii) the failure of such Indemnifying Underwriter,
or any member of its selling group, to comply with any provision of Sections
4(b) or 9, and agrees to reimburse such Non-Indemnifying Underwriter, as
incurred for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action, except to the extent such losses, claims, damages or
liabilities are caused by a misstatement or omission resulting from an error or
omission in the Issuer Information which was not corrected by Corrective
Information subsequently supplied by the Depositor or any Mortgage Loan Seller
to any Underwriter within a reasonable period of time prior to the Time of Sale.
This agreement will be in addition to any liability that any Underwriter may
otherwise have.

      8.    Representations and Warranties to Survive Delivery.

      All representations and warranties of the Depositor contained in this
Agreement shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or any controlling person
in respect of such Underwriter, and shall survive delivery of the Certificates
to the Underwriters.

      9.    Defaulting Underwriter.

      If, on the Closing Date, any of the Underwriters shall fail or refuse to
purchase Certificates that it has agreed to purchase hereunder on such date, and
the aggregate principal amount of Certificates which such defaulting Underwriter
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate principal amount of Certificates to be purchased on such date, the
other Underwriters shall be obligated to purchase the Certificates which such
defaulting Underwriter agreed but failed or refused to purchase on such date;
provided that no Underwriter shall be obligated under this Section 9 to purchase
Certificates of a Class that it is not otherwise obligated to purchase under
this Agreement. If, on the Closing Date, one of the Underwriters shall fail or
refuse to purchase Certificates that it has agreed to purchase hereunder on such
date and the aggregate principal amount of Certificates with respect to which
such default occurs is more than one-tenth of the aggregate principal amount of
Certificates to be purchased on such date and arrangements satisfactory to the
non-defaulting Underwriters and the Depositor for the purchase of such
Certificates are not made within 36 hours after such default, this Agreement
shall terminate without liability on the part of any non-defaulting Underwriter
or of the Depositor, except that Depositor will continue to be liable for the
payment of expenses as set forth in Section 5(h) and the provisions of Section 7
remain in effect. In any such case either such non-defaulting Underwriters or
the Depositor shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Prospectus or in any other documents or arrangements may be effected. Any action
taken under this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this Agreement.


                                       26



      10.   Termination of Agreement.

            (a)     The Lead Underwriters may terminate its obligations under
this Agreement, by notice to the Depositor, at any time at or prior to the
Closing Date if the sale of the Certificates provided for herein is not
consummated because of any failure or refusal on the part of the Depositor to
comply in all material respects with the terms, or to fulfill in all material
respects any of the conditions of, this Agreement, or if for any reason the
Depositor shall be unable to perform in all material respects its obligations
under this Agreement.

            (b)     The Lead Underwriters may terminate its obligations under
this Agreement in the absolute discretion of the Lead Underwriters, by notice
given to the Depositor, if (A) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on or by any of the New York Stock Exchange or
the over-the-counter market; (ii) a general moratorium on commercial banking
activities shall have been declared by federal or New York State authorities;
(iii) there shall have occurred a material disruption in securities settlement
or clearance services in the United States; or (iv) there shall have occurred
any outbreak or escalation of hostilities or any change or prospective change in
financial markets or any calamity or crisis, either within or outside the United
States, that in the judgment of the Underwriter is material and adverse and
makes it impracticable or inadvisable to proceed with the offering, sale or
delivery of the Certificates on the terms and in the manner contemplated by this
Agreement and the Prospectus.

            (c)     If any Underwriter terminates its obligations under this
Agreement in accordance with Section 10(a), the Depositor shall reimburse such
Underwriter for all reasonable out-of pocket expenses (including reasonable fees
and disbursements of counsel) that shall have been reasonably incurred by such
Underwriter in connection with the proposed purchase and sale of the
Certificates.

      11.   Notices.

            All notices and other communications hereunder shall be in writing
and sent either by certified mail (return receipt requested) or by courier
service (proof of delivery requested) to the intended recipient at the address
for notices specified for such party in this Section 11, or as to such party, at
such other address as shall be designated by it in a notice hereunder to the
other parties hereto. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when received in the case
of a notice sent by mail or courier service. Notices to (i) the Underwriters
shall be given to the Representative at Merrill Lynch, Pierce, Fenner & Smith
Incorporated, c/o Global Commercial Real Estate, 4 World Financial Center, 250
Vesey Street, 16th Floor, New York, New York 10080, Attention: David M. Rodgers
(with copies to (a) Merrill Lynch, Pierce, Fenner & Smith Incorporated, c/o
Global Commercial Real Estate, 4 World Financial Center, 250 Vesey Street, 16th
Floor, New York, New York 10080, Attention: Director of CMBS Securitizations and
(b) Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial
Center, 250 Vesey Street, 12th Floor, New York, New York 10080, Attention:
General Counsel for Global Commercial Real Estate in the Office of the General
Counsel); and (ii) the Depositor shall be given to it at Merrill Lynch Mortgage
Investors, Inc., c/o Global Commercial Real Estate, 4 World Financial Center,
250 Vesey Street, 16th Floor, New York, New York 10080,


                                       27



Attention: David M. Rodgers (with copies to (a) Merrill Lynch Mortgage
Investors, Inc., c/o Global Commercial Real Estate, 4 World Financial Center,
250 Vesey Street, 16th Floor, New York, New York 10080, Attention: Director of
CMBS Securitizations; and (b) Merrill Lynch Mortgage Investors, Inc., 4 World
Financial Center, 250 Vesey Street, 12th Floor, New York, New York 10080,
Attention: General Counsel for Global Commercial Real Estate in the Office of
the General Counsel).

      12.   Parties.

      This Agreement shall inure to the benefit of and be binding upon the
Underwriters and the Depositor and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person or entity, other than the Underwriters and the Depositor and
their respective successors and the controlling persons and officers and
directors referred to in Section 7 and their respective successors, heirs and
legal representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters and the Depositor and their respective
successors, and said controlling persons and officers and directors and their
respective successors, heirs and legal representatives, and for the benefit of
no other person or entity. No purchaser of Certificates from the Underwriters
shall be deemed to be a successor by reason merely of such purchase.

      13.   Governing Law.

      This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made and to be performed
in said State.

      14.   Entire Agreement.

      This Agreement, together with any contemporaneous written agreements and
any prior written agreements (to the extent not superseded by this Agreement)
that relate to the offering of the Certificates, represents the entire agreement
between the Depositor, on the one hand, and the Underwriters, on the other, with
respect to the preparation of the Prospectus, and the conduct of the offering,
and the purchase and sale of the Certificates.

      15.   Miscellaneous.

      Neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated except by a writing signed by the party against whom
enforcement of such amendment, waiver, discharge or termination is sought. This
Agreement may be signed in any number of duplicate originals, each of which
shall be deemed an original, which taken together shall constitute one and the
same instrument.


                                       28



If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Depositor a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the Underwriters and the Depositor in accordance with its terms.

      16.   Authority of the Representative.

      Any action by the Underwriters hereunder may be taken by Merrill Lynch,
Pierce, Fenner & Smith Incorporated on behalf of the Underwriters, and any such
action taken by Merrill Lynch, Pierce, Fenner & Smith Incorporated shall be
binding upon the Underwriters.


                                       29



                                      Very truly yours,

                                      MERRILL LYNCH MORTGAGE INVESTORS, INC.

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


CONFIRMED AND ACCEPTED,
  as of the date first above written:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

For itself and on behalf of Countrywide Securities Corporation,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated.


By  David M. Rodgers
   ------------------------------------
Authorized Signatory


PNC CAPITAL MARKETS LLC


By: /s/ Andrew J. Alexander
   ------------------------------------
Name:   Andrew J. Alexander
Title:  Director




                                     ANNEX A

The First Page of the Depositor's Free Writing Prospectus dated September 13,
2006



The information in this free writing prospectus may be amended and/or
supplemented prior to the time of sale. The information in this free writing
prospectus supersedes any contrary information contained in any prior free
writing prospectus relating to the subject securities and will be superseded by
any contrary information contained in any subsequent free writing prospectus
prior to the time of sale. In addition, certain information regarding the
subject securities is not yet available and, accordingly, has been omitted from
this free writing prospectus.

         THE DATE OF THIS FREE WRITING PROSPECTUS IS SEPTEMBER 13, 2006

     The depositor has filed a registration statement (including a prospectus)
with the SEC (SEC File No. 333-130408) for the offering to which this
communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the depositor has filed with
the SEC for more complete information about the depositor, the issuing entity
and this offering. You may get these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter
or any dealer participating in the offering will arrange to send you the
prospectus if you request it by calling toll free 866-500-5408.

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

                                 $2,246,176,000
                                 (APPROXIMATE)

                    ML-CFC COMMERCIAL MORTGAGE TRUST 2006-3
                               as Issuing Entity

          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-3

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                  as Depositor

                      MERRILL LYNCH MORTGAGE LENDING, INC.
                COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE, INC.
                         PNC BANK, NATIONAL ASSOCIATION
                          as Sponsors and Loan Sellers

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

     We are Merrill Lynch Mortgage Investors, Inc., the depositor with respect
to the securitization transaction that is the subject of this offering
prospectus. This offering prospectus relates to, and is accompanied by, our
base prospectus dated September 13, 2006. Only the classes of commercial
mortgage pass-through certificates listed in the table below are being offered
by this offering prospectus and the accompanying base prospectus. The offered
certificates represent beneficial interests only in the issuing entity
identified above and will not represent obligations of or interests in the
depositor, any sponsor or any of their respective affiliates. The assets of the
issuing entity will consist primarily of a pool of 211 commercial, multifamily
and manufactured housing community mortgage loans with an initial mortgage pool
balance of approximately $2,425,022,033 and the other characteristics described
in this offering prospectus.

     INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. YOU SHOULD CAREFULLY
REVIEW THE FACTORS DESCRIBED UNDER "RISK FACTORS" BEGINNING ON PAGE 37 OF THIS
OFFERING PROSPECTUS AND ON PAGE 18 OF THE ACCOMPANYING BASE PROSPECTUS.

     The holders of each class of offered certificates will be entitled to
receive monthly distributions of interest, principal or both, commencing in
October 2006. The offered certificates will accrue interest from September 1,
2006. Credit enhancement for any particular class of the offered certificates
is being provided through the subordination of various other classes, including
multiple non-offered classes, of the certificates.



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

Class A-1 ..........        AAA/Aaa         $   66,580,000                %        August 2011            July 2046
Class A-2 ..........        AAA/Aaa         $  163,000,000                %        October 2011           July 2046
Class A-3 ..........        AAA/Aaa         $   34,000,000                %        August 2013            July 2046
Class A-SB .........        AAA/Aaa         $  118,000,000                %       December 2015           July 2046
Class A-4 ..........        AAA/Aaa         $1,023,044,000                %       September 2016          July 2046
Class A-1A .........        AAA/Aaa         $  292,891,000                %       September 2016          July 2046
Class AM ...........        AAA/Aaa         $  242,502,000                %       September 2016          July 2046
Class AJ ...........        AAA/Aaa         $  190,971,000                %       September 2016          July 2046
Class B ............         AA/Aa2         $   48,500,000                %       September 2016          July 2046
Class C ............        AA-/Aa3         $   18,188,000                %       September 2016          July 2046
Class D ............          A/A2          $   48,500,000                %       September 2016          July 2046


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

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

     Merrill Lynch, Pierce, Fenner & Smith Incorporated, Countrywide Securities
Corporation, PNC Capital Markets LLC, Goldman, Sachs & Co. and Morgan Stanley &
Co. Incorporated are the underwriters of this offering. Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Countrywide Securities Corporation are acting
as joint bookrunning managers in the following manner: Countrywide Securities
Corporation is acting as sole bookrunning manager with respect to % of the
class certificates, and Merrill Lynch, Pierce, Fenner & Smith Incorporated is
acting as sole bookrunning manager with respect to the remainder of the
class certificates and all other classes of offered certificates. PNC Capital
Markets LLC, Goldman Sachs & Co. and Morgan Stanley & Co. Incorporated will act
as co-managers. We will sell the offered certificates to the underwriters, who
will sell their respective allotments of those securities from time to time in
negotiated transactions or otherwise at varying prices to be determined at the
time of sale. The underwriters expect to deliver the offered certificates to
purchasers on or about September 29, 2006. We will identify in a final
prospectus supplement relating to the offered certificates the amount of sale
proceeds that we expect to receive from this offering before deducting expenses
payable by us. Not every underwriter will have an obligation to buy offered
certificates from us.

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

MERRILL LYNCH & CO.                           COUNTRYWIDE SECURITIES CORPORATION

                            PNC CAPITAL MARKETS LLC

GOLDMAN, SACHS & CO.                                              MORGAN STANLEY




                                     ANNEX B

The First Two Pages of the September 15, 2006 Revised Annex A-1 Free Writing
Prospectus




Free Writing Prospectus Legend

The issuer has filed a registration statement (including a prospectus) with the
SEC (SEC File No. 333-130408) for the offering to which this communication
relates. Before you invest, you should read the prospectus in that registration
statement and other documents the issuer has filed with the SEC for more
complete information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-500-5408.

Information in this material regarding any assets backing any securities
discussed herein supersedes all prior information regarding such assets.
This material is for your information and none of Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Countrywide Securities Corporation, PNC Capital Markets
LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (the
"Underwriters") are soliciting any action based upon it. The Underwriters and
their affiliates, officers, directors, partners and employees, including persons
involved in the preparation of issuance of this material may, from time to time,
have long or short positions in, and buy and sell, the securities mentioned
herein or derivatives thereof (including options).

Any legends, disclaimers or other notices or language that may appear in the
text of, at the bottom of, or attached to, an email communication to which this
material may have been attached, that are substantantively similar to or in the
nature of the following disclaimers, statements or language, are not applicable
to these materials and should be disregarded:

o  disclaimers regarding accuracy or completeness of the information contained
   herein or restrictions as to reliance on the information contained herein by
   investors;

o  disclaimers of responsibility or liability;

o  statements requiring investors to read or acknowledge that they have read or
   understand the registration statement or any disclaimers or legends;

o  language indicating that this communication is neither a prospectus nor an
   offer to sell or a solicitation or an offer to buy;

o  statements that this information is privileged, confidential or otherwise
   restricted as to use or reliance; and

o  a legend that information contained in these materials will be superseded or
   changed by the final prospectus, if the final prospectus is not delivered
   until after the date of the contract for sale.

Such legends, disclaimers or other notices have been automatically generated as
a result of these materials having been sent via the e-mail system pursuant to
which this communication is being transmitted.



ANNEX A-1
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES



          LOAN
          GROUP
LOAN #   1 OR 2   ORIGINATOR(1)                PROPERTY NAME                                     STREET ADDRESS
------------------------------------------------------------------------------------------------------------------------------------

  1         1     MLML            The Atrium Hotel Portfolio                Various
 1.01       1     MLML            Embassy Suites Raleigh Durham             201 Harrison Oaks Boulevard
 1.03       1     MLML            Embassy Suites Tampa                      3705 Spectrum Boulevard
 1.02       1     MLML            Embassy Suites Portland Airport           7900 Northeast 82nd Avenue
 1.04       1     MLML            Embassy Suites Charleston                 300 Court Street
 1.05       1     MLML            Embassy Suites on Monterey Bay            1441 Canyon Del Rey Boulevard
 1.06       1     MLML            Topeka Capitol Plaza Hotel                1717 Southwest Topeka Boulevard
  2         1     MLML            Stonestown Mall                           3251 Twentieth Avenue
  3         1     MLML            Wilton Portfolio Pool 1                   Various
 3.01       1     MLML            John Rolfe Commons                        2100 John Rolfe Parkway #2316
 3.02       1     MLML            Tuckahoe Village Shopping Center          11200-11280 Patterson Avenue & 1107-1117 Westbriar Drive
 3.03       1     MLML            Hermitage Industrial Center               8400-8621 Sandford Drive & 8401-8447 Glazebrook Drive
 3.04       1     MLML            The Shoppes of CrossRidge                 10250 Staples Mill Road
 3.05       1     MLML            Montpelier Shopping Center                16601-16655 Mountain Road
 3.06       1     MLML            Westland Shopping Center                  8025-8099 West Broad Street
 3.07       1     MLML            Lauderdale Square Shopping Center         3151-3171 & 3033-3091 Lauderdale Drive
 3.08       1     MLML            Stratford Hills Shopping Center           6766-6798 Forest Hill Avenue & 2801-2837 & 2909-2921
                                                                            Hathaway Road
 3.09       1     MLML            Beverly Hills Shopping Center             8502-8550 Patterson Avenue
 3.10       1     MLML            Canterbury Shopping Center                10600-10624 Patterson Avenue
 3.11       1     MLML            Ridgefield Walgreens                      10720 Ridgefield Parkway
 3.12       1     MLML            Maybuery North Complex                    8908-8910 Patterson Avenue
 3.13       1     MLML            Gayton Business Center                    12107-12115 Ridgefield Parkway & 2500-2590 Gayton Centre
                                                                            Drive
 3.14       1     MLML            Maybuery South Shopping Center            8901-8917 & 8930 Patterson Avenue
 3.15       1     MLML            Atack-Eagle Building                      4191 Innslake Drive
 3.16       1     MLML            Wilton Park                               4901 Dickens Road
 3.17       1     MLML            Atlee Commerce Center III                 9432, 9436, 9440 & 9444 Atlee Commerce Center Boulevard
 3.18       1     MLML            Atlee Commons II                          9424 Atlee Commerce Center Boulevard
 3.19       1     MLML            Dickens Place                             6401 A-F, 6403 A-G, & 6405 A-G Dickens Place
 3.20       1     MLML            Quioccasin Square Shopping Center         9025-9035 & 9101-9115 Quioccasin Road
 3.21       1     MLML            Tuckahoe Village Merchants Square         1104-1126 Westbriar Drive
 3.22       1     MLML            Westland East Shopping Center             8045 West Broad Street
 3.23       1     MLML            Canterbury Green Shopping Center          10605 Patterson Avenue
 3.24       1     MLML            Genito Station Shopping Center            13601-13625 Genito Road
 3.25       1     MLML            Crofton Green Shopping Center             12341-12395 Gayton Road
 3.26       1     MLML            Brookside Convenience Center              7601 Brook Road
 3.27       1     MLML            2400 Westwood Avenue                      2400 Westwood Avenue
 3.28       1     MLML            2208-18 Perl Road                         2208-2218 Perl Road
 3.29       1     MLML            5001-03 W. Leigh Street                   5001-5003 West Leigh Street & 5004 West Clay Street
 3.30       1     MLML            The Parham & Patterson Bldg.              8545 Patterson Avenue
 3.31       1     MLML            Children's World Learning Center          338 Oyster Point Road
 3.32       1     MLML            2121 Dabney Road                          2121 Dabney Road
 3.33       1     MLML            Crofton Green - Nova Complex              12215 Gayton Road
 3.34       1     MLML            Canterbury Green                          10611 Patterson Avenue
 3.35       1     MLML            2040 Westmoreland Street                  2040 Westmoreland Street
 3.36       1     MLML            4909-11 West Clay Street                  4909-4911 West Clay Street
 3.37       1     MLML            Canterbury Building                       10625 Patterson Road
 3.38       1     MLML            4411 Jacque Street                        4411 Jacque Street
 3.39       1     MLML            4100 West Clay Street                     4100 West Clay Street
 3.40       1     MLML            5712-16 Greendale Road                    5712-5716 Greendale Road
 3.41       1     MLML            Wilton Building                           3200 Lauderdale Drive
 3.42       1     MLML            5612-14 Greendale Road                    5612-5614 Greendale Road
 3.43       1     MLML            4901 West Clay Street                     4901 West Clay Street
 3.44       1     MLML            5010 West Clay Street                     5010 West Clay Street
 3.45       1     MLML            4905-4907 West Clay Street                4905-4907 West Clay Street
  4         1     CRF             Westin Arlington Gateway                  801 North Glebe Road
  5         1     CRF             Farmers Market I, II and III              1727 & 1801 30th Street, 1920 Alhambra Boulevard & 2910
                                                                            South Street
  6         1     CRF             Valdosta - Colonial Mall                  1700 Norman Drive
  7         1     CRF             Exel Logistics                            4000 Cedar Boulevard
  8         1     CRF             Lufkin Mall                               4600 South Medford Drive
  9         1     PNC             Cool Springs Commons                      7100 Commerce Way
  10        1     MLML            South State Street                        Various
10.01       1     MLML            26-34 South State Street                  26-34 South State Street
10.02       1     MLML            36 South State Street                     36 South State Street
  11        1     CRF             Whippletree Village MHP                   525 North McHenry Road
  12        1     PNC             Covance Business Center                   8211 Scicor Drive
  13        1     MLML            16661 Ventura Boulevard                   16661 Ventura Boulevard
  14        2     MLML            Hawthorne Groves Apartments               204 Hawthorne Groves Boulevard
  15        1     MLML            Carmax of Tennessee                       Various
15.01       1     MLML            Carmax - Nashville                        2501 Powell Avenue
15.02       1     MLML            Carmax - Memphis                          7771 Highway 64
  16        2     PNC             Preserve at Colony Lakes                  1000 Farrah Lane
  17        1     CRF             Town Center Block 3 & 8                   193 & 265 Central Park Avenue
  18        1     PNC             Middle Atlantic Products                  300 Fairfield Rd
  19        2     MLML            Autumn Park Apartments                    1963 Mosser Road
  20        1     CRF             Gilbert Town Square                       1030 - 1166 South Gilbert Road
  21        1     MLML            Walnut Hill Plaza                         1500 Diamond Hill Road
  22        2     PNC             The Heritage Apartment Homes              7828 Pat Booker Road
  23        2     MLML            Arioso City Lofts                         3411 North 16th Street
  24        2     MLML            The Seasons                               811 East Wetmore Road
            1     PNC             Campbell Portfolio                        Various
  25        1     PNC             Eastgate Marketplace                      420 North Wilbur Ave.
  26        1     PNC             Ellensburg Square                         401-409 South Main Street
  27        1     PNC             Pasco Retail Center                       5024 North Road 68
  28        1     PNC             Union Gap                                 1601 East Washington Ave
  29        1     PNC             Canyon Lakes Center                       4008 West 27th Avenue
  30        1     PNC             Paradise Plaza                            4900 Paradise Drive
  31        1     PNC             Tony Romas                                7640 North Divison Street
  32        1     MLML            Whitehall Tech Center I & II              2745 & 2915 Whitehall Park Drive
  33        1     CRF             Hemet Valley Center                       3301-3695 Florida Avenue
  34        1     CRF             Sportmart/Westwood Storage                1901-1919 Sepulveda Boulevard
  35        1     CRF             Crystal Plaza                             12525 Laurel Bowie Road
  36        1     CRF             Home Center Murrieta                      39809, 39745, 39729, 39681, 39665 Avenida Acacias
  37        2     PNC             Windward Apartment Homes                  600 East Medical Center Boulevard
  38        2     CRF             Northern Point Apartments                 1905 West Las Palmaritas Drive
  39        1     CRF             Regents Court Medical Office              4120 & 4130 La Jolla Village Drive
  40        1     CRF             The Clay Hotel                            1434-1438 Washington Avenue & 516 Espanola Way
  41        1     MLML            Haier Building                            1356 Broadway
  42        2     PNC             Leeward Apartment Homes                   444 East Medical Center Boulevard
  43        1     CRF             DDLLP Self Storage Portfolio              Various
43.01       1     CRF             Airport Road Self Storage                 1604 Airport Road
43.02       1     CRF             Morada Self Storage                       10220 North Highway 99
43.03       1     CRF             Highway 88 Self Storage                   12941 Blossom Court
43.04       1     CRF             Highway 99 Self Storage                   935 Simmerhorn Road
43.05       1     CRF             Eight Mile Road Self Storage              10910 North Highway 99
  44        1     MLML            Well Luck Portfolio                       Various
44.01       1     MLML            6000 Peachtree Street                     6000 Peachtree Street
44.02       1     MLML            104 Harbor Drive                          104 Harbor Drive
44.03       1     MLML            West 73rd Street                          6235 West 73rd Street
44.04       1     MLML            13888 Westfair East Drive                 13888 Westfair East Drive
44.05       1     MLML            1585 Market Drive                         1585 Market Drive Southeast
  45        2     MLML            Campus Quad Phase I                       316 Columbia Drive
  46        1     CRF             Woodland Hills Village                    20929 Ventura Boulevard
  47        1     CRF             Hilton Garden Inn - Orlando, FL           5877 American Way
  48        1     CRF             Courtyard - Little Rock                   521 President Clinton Avenue
  49        2     MLML            Portofino Apartments                      5780 Windhover Drive
  50        1     MLML            Carmax of Texas                           Various
50.01       1     MLML            4448 Plano Parkway                        4448 West Plano Parkway



                                     ANNEX C

The First Two Pages of Each of the Preliminary Structural and Collateral Term
Sheet dated September 13, 2006, the Revised Preliminary Stuctural and Collateral
Term Sheet dated September 15, 2006 (which modified and superseded such
Preliminary Structural and Term Sheet), and s Structural Term Sheet dated
September 20, 2006






          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-3
 CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-SB, CLASS A-4, CLASS A-1A, CLASS AM,
                     CLASS AJ, CLASS B, CLASS C AND CLASS D

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

                     ML-CFC COMMERCIAL MORTGAGE TRUST 2006-3
                                 Issuing Entity

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                    Depositor

                      MERRILL LYNCH MORTGAGE LENDING, INC.
                COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE, INC.
                         PNC BANK, NATIONAL ASSOCIATION
                        Mortgage Loan Sellers & Sponsors

                           MIDLAND LOAN SERVICES, INC.
                              CAPMARK FINANCE INC.
                                Master Servicers

                              CLARION PARTNERS, LLC
                                Special Servicer

                        LASALLE BANK NATIONAL ASSOCIATION
                                     Trustee

                               SEPTEMBER 13, 2006


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markets LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

          NOTICE RELATING TO AUTOMATICALLY GENERATED E-MAIL DISCLAIMERS

Any legends, disclaimers or other notices or language that may appear in the
text of, at the bottom of, or attached to, an email communication to which this
material may have been attached are not applicable to these materials and should
be disregarded. Such legends, disclaimers or other notices have been
automatically generated as a result of these materials having been sent via
Bloomberg or another e-mail system.

MERRILL LYNCH & CO.                           COUNTRYWIDE SECURITIES CORPORATION

                             PNC CAPITAL MARKETS LLC

GOLDMAN, SACHS & CO.                                              MORGAN STANLEY




ML-CFC COMMERCIAL MORTGAGE TRUST 2006-3
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-3
--------------------------------------------------------------------------------

STRUCTURAL OVERVIEW
--------------------------------------------------------------------------------

OFFERED CERTIFICATES



                              INITIAL                        APPROX.
                            CERTIFICATE        APPROX.      PERCENTAGE
       EXPECTED RATINGS  PRINCIPAL BALANCE  TOTAL INITIAL   OF INITIAL      WEIGHTED        PRINCIPAL    ASSUMED FINAL
       ----------------     OR NOTIONAL        CREDIT        MORTGAGE        AVERAGE         WINDOW      DISTRIBUTION
CLASS   FITCH  MOODY'S       AMOUNT(1)         SUPPORT     POOL BALANCE  LIFE (YEARS)(2)  (MO./YR.)(2)      DATE(2)      RATE TYPE
----------------------------------------------------------------------------------------------------------------------------------

 A-1     AAA     Aaa      $    66,580,000      30.000          2.746          2.951        10/06-08/11    August 2011       (3)
----------------------------------------------------------------------------------------------------------------------------------
 A-2     AAA     Aaa      $   163,000,000      30.000          6.722          4.953        08/11-10/11    October 2011      (3)
----------------------------------------------------------------------------------------------------------------------------------
 A-3     AAA     Aaa      $    34,000,000      30.000          1.402          6.787        07/13-08/13    August 2013       (3)
----------------------------------------------------------------------------------------------------------------------------------
A-SB     AAA     Aaa      $   118,000,000      30.000          4.866          7.176        10/11-12/15   December 2015      (3)
----------------------------------------------------------------------------------------------------------------------------------
 A-4     AAA     Aaa      $ 1,023,044,000      30.000         42.187          9.748        12/15-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------
A-1A     AAA     Aaa      $   292,891,000      30.000         12.078          9.040        10/06-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------
 AM      AAA     Aaa      $   242,502,000      20.000         10.000          9.953        09/16-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------
 AJ      AAA     Aaa      $   190,971,000      12.125          7.875          9.953        09/16-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------
  B      AA      Aa2      $    48,500,000      10.125          2.000          9.953        09/16-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------
  C      AA--    Aa3      $    18,188,000       9.375          0.750          9.953        09/16-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------
  D       A       A2      $    48,500,000       7.375          2.000          9.953        09/16-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------


NON-OFFERED CERTIFICATES(4)



                              INITIAL                        APPROX.
                            CERTIFICATE        APPROX.      PERCENTAGE
       EXPECTED RATINGS  PRINCIPAL BALANCE  TOTAL INITIAL   OF INITIAL      WEIGHTED        PRINCIPAL    ASSUMED FINAL
       ----------------     OR NOTIONAL        CREDIT        MORTGAGE        AVERAGE         WINDOW      DISTRIBUTION
CLASS   FITCH  MOODY'S       AMOUNT(1)         SUPPORT     POOL BALANCE  LIFE (YEARS)(2)  (MO./YR.)(2)      DATE(2)      RATE TYPE
----------------------------------------------------------------------------------------------------------------------------------

  E     A--      A3       $    21,219,000       6.500          0.875          9.953        09/16-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------
  F     BBB+    Baa1      $    36,375,000       5.000          1.500         10.020        09/16-10/16    October 2016      (3)
----------------------------------------------------------------------------------------------------------------------------------
  G     BBB     Baa2      $    24,251,000       4.000          1.000         10.036        10/16-10/16    October 2016      (3)
----------------------------------------------------------------------------------------------------------------------------------
  H     BBB--   Baa3      $    21,219,000       3.125          0.875         10.036        10/16-10/16    October 2016      (3)
----------------------------------------------------------------------------------------------------------------------------------
  J     BB+      Ba1      $    12,125,000       2.625          0.500         10.036        10/16-10/16    October 2016      (3)
----------------------------------------------------------------------------------------------------------------------------------
  K      BB      Ba2      $     6,062,000       2.375          0.250         10.036        10/16-10/16    October 2016      (3)
----------------------------------------------------------------------------------------------------------------------------------
  L     BB--     Ba3      $     9,094,000       2.000          0.375         10.036        10/16-10/16    October 2016      (3)
----------------------------------------------------------------------------------------------------------------------------------
  M      B+      B1       $     6,063,000       1.750          0.250         10.265        10/16-02/17   February 2017      (3)
----------------------------------------------------------------------------------------------------------------------------------
  N      B       B2       $     6,062,000       1.500          0.250         10.369        02/17-02/17   February 2017      (3)
----------------------------------------------------------------------------------------------------------------------------------
  P     B--      B3       $     3,031,000       1.375          0.125         10.369        02/17-02/17   February 2017      (3)
----------------------------------------------------------------------------------------------------------------------------------
  Q      NR      NR       $    33,345,032       0.000          1.375         11.980        02/17-07/24     July 2024        (3)
----------------------------------------------------------------------------------------------------------------------------------
  X     AAA      Aaa      $ 2,425,022,032         N/A            N/A            N/A             N/A        July 2024        (3)
----------------------------------------------------------------------------------------------------------------------------------


__________________________________

(1)   In the case of each such class, subject to a permitted variance of plus or
      minus 5.0%. The class X certificates will not have a certificate principal
      balance and their holders will not receive distributions of principal.

(2)   As of the cut-off date. The weighted average life, principal window and
      assumed final distribution date were calculated assuming no prepayments
      will be made on the mortgage loans prior to their related maturity dates
      (except in the case of loans with anticipated repayment dates (ARD loans),
      which are assumed to prepay on their anticipated repayment dates) and the
      other Modeling Assumptions that will be described in the offering
      prospectus.

(3)   The pass-through rates on the class A-1, A-2, A-3, A-SB, A-4, A-1A, AM,
      AJ, B, C, D, E, F, G, H, J, K, L, M, N, P, Q, and X certificates will
      equal any one of (i) a fixed rate, (ii) the weighted average of certain
      net mortgage rates on the mortgage loans (in each case adjusted, if
      necessary, to accrue on the basis of a 360-day year consisting of twelve
      30-day months), (iii) a rate equal to the lesser of a specified
      pass-through rate and the weighted average of certain net mortgage rates
      on the mortgage loans (in each case adjusted, if necessary, to accrue on
      the basis of a 360-day year consisting of twelve 30-day months), (iv) the
      weighted average of certain net mortgage rates on the mortgage loans (in
      each case adjusted, if necessary, to accrue on the basis of a 360-day year
      consisting of twelve 30-day months) less a specified percentage, or (v) in
      the case of a class of certificates that does not have a principal balance
      but has a notional amount, the weighted average of the respective rates at
      which interest accrues from time to time on the respective components of
      that notional amount.

(4)   Not offered pursuant to the offering prospectus. Any information provided
      herein regarding the characteristics of these classes of certificates is
      provided only to enhance your understanding of the offered certificates.



The depositor has filed a registration statement (including a prospectus) with
the SEC (SEC File No. 333-130408) for the offering to which this communication
relates. Before you invest, you should read the prospectus in that registration
statement and other documents the depositor has filed with the SEC for more
complete information about the depositor, the issuing entity and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the depositor, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you
request it by calling toll free 866-500-5408.

[LOGO] Merrill Lynch                               [LOGO] Countrywide(R)
                                           -------------------------------------
                                                  SECURITIES CORPORATION
                                           A Countrywide Capital Markets Company

                                   [LOGO] PNC

            REVISED PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
                          $2,246,176,000 (APPROXIMATE)

          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-3
 CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-SB, CLASS A-4, CLASS A-1A, CLASS AM,
                     CLASS AJ, CLASS B, CLASS C AND CLASS D

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

                     ML-CFC COMMERCIAL MORTGAGE TRUST 2006-3
                                 Issuing Entity

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                    Depositor

                      MERRILL LYNCH MORTGAGE LENDING, INC.
                COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE, INC.
                         PNC BANK, NATIONAL ASSOCIATION
                        Mortgage Loan Sellers & Sponsors

                           MIDLAND LOAN SERVICES, INC.
                              CAPMARK FINANCE INC.
                                Master Servicers

                            ING CLARION PARTNERS, LLC
                                Special Servicer

                        LASALLE BANK NATIONAL ASSOCIATION
                                     Trustee

                               SEPTEMBER 15, 2006


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markets LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as an
offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that ultimately
are not sold. The information contained in this material may be based on
assumptions regarding market conditions and other matters as reflected herein.
The Underwriters make no representation regarding the likelihood that any of
such assumptions will coincide with actual market conditions or events. The
Underwriters and their affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned herein or derivatives thereof (including options).
Information contained in this material is current as of the date appearing in
this material only. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE TIME OF
SALE. The Underwriters are acting as underwriters and not acting as agents for
the issuer in connection with the proposed transaction.

          NOTICE RELATING TO AUTOMATICALLY GENERATED E-MAIL DISCLAIMERS

Any legends, disclaimers or other notices or language that may appear in the
text of, at the bottom of, or attached to, an email communication to which this
material may have been attached are not applicable to these materials and should
be disregarded. Such legends, disclaimers or other notices have been
automatically generated as a result of these materials having been sent via
Bloomberg or another e-mail system.

MERRILL LYNCH & CO.                           COUNTRYWIDE SECURITIES CORPORATION

                             PNC CAPITAL MARKETS LLC

GOLDMAN, SACHS & CO.                                              MORGAN STANLEY




ML-CFC COMMERCIAL MORTGAGE TRUST 2006-3
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-3
--------------------------------------------------------------------------------

STRUCTURAL OVERVIEW
--------------------------------------------------------------------------------

OFFERED CERTIFICATES



                              INITIAL                        APPROX.
                            CERTIFICATE        APPROX.      PERCENTAGE
       EXPECTED RATINGS  PRINCIPAL BALANCE  TOTAL INITIAL   OF INITIAL      WEIGHTED        PRINCIPAL    ASSUMED FINAL
       ----------------     OR NOTIONAL        CREDIT        MORTGAGE        AVERAGE         WINDOW      DISTRIBUTION
CLASS   FITCH  MOODY'S       AMOUNT(1)         SUPPORT     POOL BALANCE  LIFE (YEARS)(2)  (MO./YR.)(2)      DATE(2)      RATE TYPE
----------------------------------------------------------------------------------------------------------------------------------

 A-1     AAA     Aaa      $    66,580,000      30.000          2.746          2.951        10/06-08/11    August 2011       (3)
----------------------------------------------------------------------------------------------------------------------------------
 A-2     AAA     Aaa      $   163,000,000      30.000          6.722          4.953        08/11-10/11    October 2011      (3)
----------------------------------------------------------------------------------------------------------------------------------
 A-3     AAA     Aaa      $    34,000,000      30.000          1.402          6.787        07/13-08/13    August 2013       (3)
----------------------------------------------------------------------------------------------------------------------------------
A-SB     AAA     Aaa      $   118,000,000      30.000          4.866          7.176        10/11-12/15   December 2015      (3)
----------------------------------------------------------------------------------------------------------------------------------
 A-4     AAA     Aaa      $   971,780,000      30.000         40.073          9.740        12/15-08/16    August 2016       (3)
----------------------------------------------------------------------------------------------------------------------------------
A-1A     AAA     Aaa      $   344,155,000      30.000         14.192          9.167        10/06-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------
 AM      AAA     Aaa      $   242,502,000      20.000         10.000          9.953        09/16-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------
 AJ      AAA     Aaa      $   190,971,000      12.125          7.875          9.953        09/16-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------
  B      AA      Aa2      $    48,500,000      10.125          2.000          9.953        09/16-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------
  C      AA--    Aa3      $    18,188,000       9.375          0.750          9.953        09/16-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------
  D       A       A2      $    48,500,000       7.375          2.000          9.953        09/16-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------


NON-OFFERED CERTIFICATES(4)



                              INITIAL                        APPROX.
                            CERTIFICATE        APPROX.      PERCENTAGE
       EXPECTED RATINGS  PRINCIPAL BALANCE  TOTAL INITIAL   OF INITIAL      WEIGHTED        PRINCIPAL    ASSUMED FINAL
       ----------------     OR NOTIONAL        CREDIT        MORTGAGE        AVERAGE         WINDOW      DISTRIBUTION
CLASS   FITCH  MOODY'S       AMOUNT(1)         SUPPORT     POOL BALANCE  LIFE (YEARS)(2)  (MO./YR.)(2)      DATE(2)      RATE TYPE
----------------------------------------------------------------------------------------------------------------------------------

  E     A--      A3       $    21,219,000       6.500          0.875          9.953        09/16-09/16   September 2016     (3)
----------------------------------------------------------------------------------------------------------------------------------
  F     BBB+    Baa1      $    36,375,000       5.000          1.500         10.020        09/16-10/16    October 2016      (3)
----------------------------------------------------------------------------------------------------------------------------------
  G     BBB     Baa2      $    24,251,000       4.000          1.000         10.036        10/16-10/16    October 2016      (3)
----------------------------------------------------------------------------------------------------------------------------------
  H     BBB--   Baa3      $    21,219,000       3.125          0.875         10.036        10/16-10/16    October 2016      (3)
----------------------------------------------------------------------------------------------------------------------------------
  J     BB+      Ba1      $    12,125,000       2.625          0.500         10.036        10/16-10/16    October 2016      (3)
----------------------------------------------------------------------------------------------------------------------------------
  K      BB      Ba2      $     6,062,000       2.375          0.250         10.036        10/16-10/16    October 2016      (3)
----------------------------------------------------------------------------------------------------------------------------------
  L     BB--     Ba3      $     9,094,000       2.000          0.375         10.036        10/16-10/16    October 2016      (3)
----------------------------------------------------------------------------------------------------------------------------------
  M      B+      B1       $     6,063,000       1.750          0.250         10.265        10/16-02/17   February 2017      (3)
----------------------------------------------------------------------------------------------------------------------------------
  N      B       B2       $     6,062,000       1.500          0.250         10.369        02/17-02/17   February 2017      (3)
----------------------------------------------------------------------------------------------------------------------------------
  P     B--      B3       $     3,031,000       1.375          0.125         10.369        02/17-02/17   February 2017      (3)
----------------------------------------------------------------------------------------------------------------------------------
  Q      NR      NR       $    33,345,032       0.000          1.375         11.980        02/17-07/24     July 2024        (3)
----------------------------------------------------------------------------------------------------------------------------------
  X     AAA      Aaa      $ 2,425,022,032         N/A            N/A            N/A             N/A        July 2024        (3)
----------------------------------------------------------------------------------------------------------------------------------


__________________________________

(1)   In the case of each such class, subject to a permitted variance of plus or
      minus 5.0%. The class X certificates will not have a certificate principal
      balance and their holders will not receive distributions of principal.

(2)   As of the cut-off date. The weighted average life, principal window and
      assumed final distribution date were calculated assuming no prepayments
      will be made on the mortgage loans prior to their related maturity dates
      (except in the case of loans with anticipated repayment dates (ARD loans),
      which are assumed to prepay on their anticipated repayment dates) and the
      other Modeling Assumptions that will be described in the offering
      prospectus.

(3)   The pass-through rates on the class A-1, A-2, A-3, A-SB, A-4, A-1A, AM,
      AJ, B, C, D, E, F, G, H, J, K, L, M, N, P, Q, and X certificates will
      equal any one of (i) a fixed rate, (ii) the weighted average of certain
      net mortgage rates on the mortgage loans (in each case adjusted, if
      necessary, to accrue on the basis of a 360-day year consisting of twelve
      30-day months), (iii) a rate equal to the lesser of a specified
      pass-through rate and the weighted average of certain net mortgage rates
      on the mortgage loans (in each case adjusted, if necessary, to accrue on
      the basis of a 360-day year consisting of twelve 30-day months), (iv) the
      weighted average of certain net mortgage rates on the mortgage loans (in
      each case adjusted, if necessary, to accrue on the basis of a 360-day year
      consisting of twelve 30-day months) less a specified percentage, or (v) in
      the case of a class of certificates that does not have a principal balance
      but has a notional amount, the weighted average of the respective rates at
      which interest accrues from time to time on the respective components of
      that notional amount.

(4)   Not offered pursuant to the offering prospectus. Any information provided
      herein regarding the characteristics of these classes of certificates is
      provided only to enhance your understanding of the offered certificates.



The depositor has filed a registration statement (including a prospectus) with
the SEC (SEC File No. 333-130408) for the offering to which this communication
relates. Before you invest, you should read the prospectus in that registration
statement and other documents the depositor has filed with the SEC for more
complete information about the depositor, the issuing entity and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the depositor, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you
request it by calling toll free 866-500-5408.


[MERRILL LYNCH LOGO]                   [COUNTRYWIDE SECURITIES CORPORATION LOGO]



                                   [PNC LOGO]

                       PRELIMINARY STRUCTURAL TERM SHEET

                         $2,246,176,000 (APPROXIMATE)

          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-3
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-SB, CLASS A-4, CLASS A-1A, CLASS AM,
                          CLASS AJ, CLASS B, CLASS C,
                             CLASS D AND CLASS XP
--------------------------------------------------------------------------------

                    ML-CFC COMMERCIAL MORTGAGE TRUST 2006-3
                                Issuing Entity

                    MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                   Depositor

                      MERRILL LYNCH MORTGAGE LENDING, INC.
                COUNTRYWIDE COMMERCIAL REAL ESTATE FINANCE, INC.
                         PNC BANK, NATIONAL ASSOCIATION
                        Mortgage Loan Sellers & Sponsors

                          MIDLAND LOAN SERVICES, INC.
                             CAPMARK FINANCE INC.
                               Master Servicers

                           ING CLARION PARTNERS, LLC
                               Special Servicer

                       LASALLE BANK NATIONAL ASSOCIATION
                                    Trustee


                              SEPTEMBER 20, 2006
This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, PNC Capital Markets LLC,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (collectively, the
"Underwriters") for your information. This material is not to be construed as
an offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may pertain to securities that
ultimately are not sold. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
herein. The Underwriters make no representation regarding the likelihood that
any of such assumptions will coincide with actual market conditions or events.
The Underwriters and their affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned herein or derivatives thereof (including
options). Information contained in this material is current as of the date
appearing in this material only. INFORMATION IN THIS MATERIAL REGARDING ANY
ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION
REGARDING SUCH ASSETS. ANY INFORMATION IN THIS MATERIAL, WHETHER REGARDING THE
ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED
BY THE INFORMATION CONTAINED IN ANY PROSPECTUS DELIVERED TO YOU PRIOR TO THE
TIME OF SALE. The Underwriters are acting as underwriters and not acting as
agents for the issuer in connection with the proposed transaction.


         NOTICE RELATING TO AUTOMATICALLY GENERATED E-MAIL DISCLAIMERS
Any legends, disclaimers or other notices or language that may appear in the
text of, at the bottom of, or attached to, an email communication to which this
material may have been attached are not applicable to these materials and
should be disregarded. Such legends, disclaimers or other notices have been
automatically generated as a result of these materials having been sent via
Bloomberg or another e-mail system.


MERRILL LYNCH & CO.                          COUNTRYWIDE SECURITIES CORPORATION

                            PNC CAPITAL MARKETS LLC

GOLDMAN, SACHS & CO.                                    MORGAN STANLEY



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-3
--------------------------------------------------------------------------------


STRUCTURAL OVERVIEW
--------------------------------------------------------------------------------
OFFERED CERTIFICATES



                                 INITIAL
                               CERTIFICATE         APPROX.
         EXPECTED RATINGS   PRINCIPAL BALANCE   TOTAL INITIAL
         -----------------     OR NOTIONAL          CREDIT
  CLASS   FITCH   MOODY'S        AMOUNT(1)         SUPPORT
-------- ------- --------- ------------------- ---------------

    A-1    AAA      Aaa    $    66,580,000           30.000
    A-2    AAA      Aaa    $   163,000,000           30.000
    A-3    AAA      Aaa    $    34,000,000           30.000
   A-SB    AAA      Aaa    $   118,000,000           30.000
    A-4    AAA      Aaa    $   971,780,000           30.000
   A-1A    AAA      Aaa    $   344,155,000           30.000
    AM     AAA      Aaa    $   242,502,000           20.000
    AJ     AAA      Aaa    $   190,971,000           12.125
     B      AA      Aa2    $    48,500,000           10.125
     C     AA--     Aa3    $    18,188,000            9.375
     D      A        A2    $    48,500,000            7.375
  -----    ----     ---    ---------------           ------
    XP     AAA      Aaa    $ 2,372,109,000           N/A
  -----    ----     ---    ---------------           ------




             APPROX.
           PERCENTAGE
           OF INITIAL       WEIGHTED      PRINCIPAL     ASSUMED FINAL
            MORTGAGE        AVERAGE         WINDOW      DISTRIBUTION
  CLASS   POOL BALANCE  LIFE (YEARS)(2)  (MO./YR.)(2)     DATE(2)      RATE TYPE
-------- -------------- --------------- ------------- ---------------- ---------

    A-1        2.746    2.951           10/06-08/11     August 2011     (3)
    A-2        6.722    4.953           08/11-10/11    October 2011     (3)
    A-3        1.402    6.787           07/13-08/13     August 2013     (3)
   A-SB        4.866    7.176           10/11-12/15    December 2015    (3)
    A-4       40.073    9.740           12/15-08/16     August 2016     (3)
   A-1A       14.192    9.167           10/06-09/16   September 2016    (3)
    AM        10.000    9.953           09/16-09/16   September 2016    (3)
    AJ         7.875    9.953           09/16-09/16   September 2016    (3)
     B         2.000    9.953           09/16-09/16   September 2016    (3)
     C         0.750    9.953           09/16-09/16   September 2016    (3)
     D         2.000    9.953           09/16-09/16   September 2016    (3)
  -----       ------    -----           -----------   ----------------  ---
    XP        N/A       N/A                 N/A       September 2014    (3)
  -----       ------    -----           -----------   ----------------  ---


NON-OFFERED CERTIFICATES(4)



                                 INITIAL                           APPROX.
                               CERTIFICATE         APPROX.       PERCENTAGE
         EXPECTED RATINGS   PRINCIPAL BALANCE   TOTAL INITIAL    OF INITIAL
        ------------------     OR NOTIONAL          CREDIT        MORTGAGE
CLASS   FITCH    MOODY'S        AMOUNT(1)          SUPPORT      POOL BALANCE
------- ------   -----     ------------------- --------------- --------------

   E       A--       A3     $     21,219,000       6.500           0.875
   F      BBB+     Baa1     $     36,375,000       5.000           1.500
   G      BBB      Baa2     $     24,251,000       4.000           1.000
   H     BBB--     Baa3     $     21,219,000       3.125           0.875
   J      BB+       Ba1     $     12,125,000       2.625           0.500
   K       BB       Ba2     $      6,062,000       2.375           0.250
   L      BB--      Ba3     $      9,094,000       2.000           0.375
   M       B+        B1     $      6,063,000       1.750           0.250
   N        B        B2     $      6,062,000       1.500           0.250
   P       B--       B3     $      3,031,000       1.375           0.125
   Q       NR        NR     $     33,345,032       0.000           1.375
   XC     AAA       Aaa     $  2,425,022,032         N/A             N/A
   XR      NR        NR     $     32,632,360         N/A             N/A




            WEIGHTED       PRINCIPAL      ASSUMED FINAL
            AVERAGE          WINDOW        DISTRIBUTION
CLASS   LIFE (YEARS)(2)   (MO./YR.)(2)        DATE(2)        RATE TYPE
------- --------------- --------------- ----------------- --------------

   E        9.953         09/16-09/16    September 2016      (3)
   F       10.020         09/16-10/16     October 2016       (3)
   G       10.036         10/16-10/16     October 2016       (3)
   H       10.036         10/16-10/16     October 2016       (3)
   J       10.036         10/16-10/16     October 2016       (3)
   K       10.036         10/16-10/16     October 2016       (3)
   L       10.036         10/16-10/16     October 2016       (3)
   M       10.265         10/16-02/17     February 2017      (3)
   N       10.369         02/17-02/17     February 2017      (3)
   P       10.369         02/17-02/17     February 2017      (3)
   Q       11.980         02/17-07/24       July 2024        (3)
   XC         N/A              N/A          July 2024        (3)
   XR         N/A              N/A          July 2016        (3)


--------------------
(1)  In the case of each such class, subject to a permitted variance of plus or
     minus 5.0%. The class XP, XC and XR certificates will not have certificate
     principal balances and their holders will not receive distributions of
     principal.
(2)  As of the cut-off date. The weighted average life, principal window and
     assumed final distribution date were calculated assuming no prepayments
     will be made on the mortgage loans prior to their related maturity dates
     (except in the case of loans with anticipated repayment dates (ARD loans),
     which are assumed to prepay on their anticipated repayment dates) and the
     other Modeling Assumptions that will be described in the offering
     prospectus.
(3)  The pass-through rates on the class A-1, A-2, A-3, A-SB, A-4, A-1A, AM, AJ,
     B, C, D, E, F, G, H, J, K, L, M, N, P, Q, XP, XC and XR certificates will
     equal any one of (i) a fixed rate, (ii) the weighted average of certain net
     mortgage rates on the mortgage loans (in each case adjusted, if necessary,
     to accrue on the basis of a 360-day year consisting of twelve 30-day
     months), (iii) a rate equal to the lesser of a specified pass-through rate
     and the weighted average of certain net mortgage rates on the mortgage
     loans (in each case adjusted, if necessary, to accrue on the basis of a
     360-day year consisting of twelve 30-day months), (iv) the weighted average
     of certain net mortgage rates on the mortgage loans (in each case adjusted,
     if necessary, to accrue on the basis of a 360-day year consisting of twelve
     30-day months) less a specified percentage, or (v) in the case of a class
     of certificates that does not have a principal balance but has a notional
     amount, the weighted average of the respective rates at which interest
     accrues from time to time on the respective components of that notional
     amount.
(4)  Not offered pursuant to the offering prospectus. Any information provided
     herein regarding the characteristics of these classes of certificates is
     provided only to enhance your understanding of the offered certificates.



                                   SCHEDULE I

ML-CFC Commercial Mortgage Pass-Through Certificates, Series 2006-2, Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class AM, Class AJ,
Class B, Class C, Class D, and Class XP.



Underwriters                              Amount of Certificates to be Purchased   Class of Certificates to be Purchased
------------                              --------------------------------------   -------------------------------------

Merrill Lynch, Pierce, Fenner & Smith                  $38,857,948                                  A-1
Incorporated
------------------------------------------------------------------------------------------------------------------------
Countrywide Securities Corporation                     $27,722,052                                  A-1
------------------------------------------------------------------------------------------------------------------------
PNC Capital Markets LLC                                     $0                                      A-1
------------------------------------------------------------------------------------------------------------------------
Goldman, Sachs & Co.                                        $0                                      A-1
------------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated                           $0                                      A-1
------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith                  $83,458,796                                  A-2
Incorporated
------------------------------------------------------------------------------------------------------------------------
Countrywide Securities Corporation                     $59,541,204                                  A-2
------------------------------------------------------------------------------------------------------------------------
PNC Capital Markets LLC                                $20,000,000                                  A-2
------------------------------------------------------------------------------------------------------------------------
Goldman, Sachs & Co.                                        $0                                      A-2
------------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated                           $0                                      A-2
------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith                  $19,843,350                                  A-3
Incorporated
------------------------------------------------------------------------------------------------------------------------
Countrywide Securities Corporation                     $14,156,650                                  A-3
------------------------------------------------------------------------------------------------------------------------
PNC Capital Markets LLC                                     $0                                      A-3
------------------------------------------------------------------------------------------------------------------------
Goldman, Sachs & Co.                                        $0                                      A-3
------------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated                           $0                                      A-3
------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith                  $68,868,097                                 A-SB
Incorporated
------------------------------------------------------------------------------------------------------------------------
Countrywide Securities Corporation                     $49,131,903                                 A-SB
------------------------------------------------------------------------------------------------------------------------
PNC Capital Markets LLC                                     $0                                     A-SB
------------------------------------------------------------------------------------------------------------------------
Goldman, Sachs & Co.                                        $0                                     A-SB
------------------------------------------------------------------------------------------------------------------------







Morgan Stanley & Co. Incorporated                           $0                                     A-SB
------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith                  $564,239,822                                 A-4
Incorporated
------------------------------------------------------------------------------------------------------------------------
Countrywide Securities Corporation                     $402,540,178                                 A-4
------------------------------------------------------------------------------------------------------------------------
PNC Capital Markets LLC                                 $5,000,000                                  A-4
------------------------------------------------------------------------------------------------------------------------
Goldman, Sachs & Co.                                        $0                                      A-4
------------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated                           $0                                      A-4
------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith                  $200,858,475                                A-1A
Incorporated
------------------------------------------------------------------------------------------------------------------------
Countrywide Securities Corporation                     $143,296,525                                A-1A
------------------------------------------------------------------------------------------------------------------------
PNC Capital Markets LLC                                     $0                                     A-1A
------------------------------------------------------------------------------------------------------------------------
Goldman, Sachs & Co.                                        $0                                     A-1A
------------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated                           $0                                     A-1A
------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith                  $141,530,943                                 AM
Incorporated
------------------------------------------------------------------------------------------------------------------------
Countrywide Securities Corporation                     $100,971,057                                 AM
------------------------------------------------------------------------------------------------------------------------
PNC Capital Markets LLC                                     $0                                      AM
------------------------------------------------------------------------------------------------------------------------
Goldman, Sachs & Co.                                        $0                                      AM
------------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated                           $0                                      AM
------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith                  $111,456,012                                 AJ
Incorporated
------------------------------------------------------------------------------------------------------------------------
Countrywide Securities Corporation                     $79,514,988                                  AJ
------------------------------------------------------------------------------------------------------------------------
PNC Capital Markets LLC                                     $0                                      AJ
------------------------------------------------------------------------------------------------------------------------
Goldman, Sachs & Co.                                        $0                                      AJ
------------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated                           $0                                      AJ
------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith                  $28,305,955                                   B
Incorporated
------------------------------------------------------------------------------------------------------------------------







Countrywide Securities Corporation                     $20,194,045                                   B
------------------------------------------------------------------------------------------------------------------------
PNC Capital Markets LLC                                     $0                                       B
------------------------------------------------------------------------------------------------------------------------
Goldman, Sachs & Co.                                        $0                                       B
------------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated                           $0                                       B
------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith                  $10,615,025                                   C
Incorporated
------------------------------------------------------------------------------------------------------------------------
Countrywide Securities Corporation                      $7,572,975                                   C
------------------------------------------------------------------------------------------------------------------------
PNC Capital Markets LLC                                     $0                                       C
------------------------------------------------------------------------------------------------------------------------
Goldman, Sachs & Co.                                        $0                                       C
------------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated                           $0                                       C
------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith                  $28,305,955                                   D
Incorporated
------------------------------------------------------------------------------------------------------------------------
Countrywide Securities Corporation                     $20,194,045                                   D
------------------------------------------------------------------------------------------------------------------------
PNC Capital Markets LLC                                     $0                                       D
------------------------------------------------------------------------------------------------------------------------
Goldman, Sachs & Co.                                        $0                                       D
------------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated                           $0                                       D
------------------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith                 $1,384,429,095                                XP
Incorporated
------------------------------------------------------------------------------------------------------------------------
Countrywide Securities Corporation                     $987,679,905                                 XP
------------------------------------------------------------------------------------------------------------------------
PNC Capital Markets LLC                                     $0                                      XP
------------------------------------------------------------------------------------------------------------------------
Goldman, Sachs & Co.                                        $0                                      XP
------------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated                           $0                                      XP
------------------------------------------------------------------------------------------------------------------------





                             SCHEDULE I (CONTINUED)



   Class           Initial Aggregate         Approximate Initial    Purchase      Rating(3)
Designation   Principal Amount of Class(1)    Pass-Through Rate     Price(2)    Moody's/Fitch
-----------   ----------------------------   -------------------   ----------   -------------

    A-1               $66,580,000                 4.71100%         98.99928%       Aaa/AAA
---------------------------------------------------------------------------------------------
    A-2               $163,000,000                5.29100%         100.54918%      Aaa/AAA
---------------------------------------------------------------------------------------------
    A-3               $34,000,000                 5.38900%         100.54620%      Aaa/AAA
---------------------------------------------------------------------------------------------
   A-SB               $118,000,000                5.38200%         100.54812%      Aaa/AAA
---------------------------------------------------------------------------------------------
    A-4               $971,780,000                5.41400%         100.54657%      Aaa/AAA
---------------------------------------------------------------------------------------------
   A-1A               $344,155,000                5.40900%         100.54402%      Aaa/AAA
---------------------------------------------------------------------------------------------
    AM                $242,502,000                5.45600%         100.54986%      Aaa/AAA
---------------------------------------------------------------------------------------------
    AJ                $190,971,000                5.48500%         100.54543%      Aaa/AAA
---------------------------------------------------------------------------------------------
     B                $48,500,000                 5.52500%         100.54976%      Aa2/AA
---------------------------------------------------------------------------------------------
     C                $18,188,000                 5.55400%         100.54540%      Aa3/AA-
---------------------------------------------------------------------------------------------
     D                $48,500,000                 5.62300%         100.54550%       A2/A
---------------------------------------------------------------------------------------------
    XP               $2,372,109,000               0.68214%          3.91700%       Aaa/AAA
---------------------------------------------------------------------------------------------


_____________________

(1)   Subject to a variance of plus or minus 5.0%

(2)   Expressed as a percentage of the aggregate stated or notional amount, as
      applicable, of the relevant class of Certificates to be purchased. The
      purchase price for each class of the Certificates shown is net accrued
      interest. The purchase price to be paid will include accrued interest at
      the initial Pass-Through Rate therefor on the aggregate stated or notional
      amount, plus, if applicable, accrued interest on the actual principal
      amount or notional amount thereof at the applicable Pass-Through Rate from
      September 1, 2006 to but not including the Closing Date. The purchase
      price does not reflect any underwriting discount.

(3)   By each of Moody's Investors Service, Inc. ("Moody's") and Fitch, Inc.
      ("Fitch").