MORTGAGE LOAN PURCHASE AGREEMENT

          This Mortgage Loan Purchase Agreement, dated as of September 22, 2006
(this "Agreement"), is entered into between PNC Bank, National Association (the
"Seller") and Merrill Lynch Mortgage Investors, Inc. (the "Purchaser").

          The Seller intends to sell and the Purchaser intends to purchase
certain multifamily, commercial and manufactured housing community mortgage
loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan
Schedule") annexed hereto as Schedule II. The Purchaser intends to deposit the
Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage
Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of September 1, 2006 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, Capmark Finance Inc. and Midland
Loan Services, Inc. as master servicers (each, in such capacity, a "Master
Servicer"), ING Clarion Partners, LLC as special servicer (the "Special
Servicer") and LaSalle Bank National Association as trustee (the "Trustee").
Capitalized terms used but not defined herein (including the schedules attached
hereto) have the respective meanings set forth in the Pooling and Servicing
Agreement.

          The Purchaser has entered into an Underwriting Agreement, dated as of
September 22, 2006 (the "Underwriting Agreement"), with Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") for itself and as representative
of Countrywide Securities Corporation ("Countrywide Securities"), PNC Capital
Markets LLC ("PNC Capital Markets"), Goldman, Sachs & Co. ("Goldman Sachs") and
Morgan Stanley & Co. Incorporated ("Morgan Stanley"); Merrill Lynch, Countrywide
Securities, PNC Capital Markets, Goldman Sachs and Morgan Stanley collectively,
in such capacity, the "Underwriters"), whereby the Purchaser will sell to the
Underwriters all of the Certificates that are to be registered under the
Securities Act of 1933, as amended (such Certificates, the "Publicly-Offered
Certificates"). The Purchaser has also entered into a Certificate Purchase
Agreement, dated as of September 22, 2006 (the "Certificate Purchase
Agreement"), with Merrill Lynch for itself and as representative of Countrywide
Securities (together in such capacity, the "Initial Purchasers"), whereby the
Purchaser will sell to the Initial Purchasers all of the remaining Certificates
(such Certificates, the "Private Certificates").

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

          SECTION 1. Agreement to Purchase.

          The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of



$337,410,257 (the "PNC Bank Mortgage Loan Balance") (subject to a variance of
plus or minus 5.0%) as of the close of business on the Cut-off Date, after
giving effect to any payments due on or before such date, whether or not such
payments are received. The PNC Bank Mortgage Loan Balance, together with the
aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date
(after giving effect to any payments due on or before such date, whether or not
such payments are received), is expected to equal an aggregate principal balance
(the "Cut-off Date Pool Balance") of $2,425,022,033 (subject to a variance of
plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place
on 29, 2006 or such other date as shall be mutually acceptable to the parties to
this Agreement (the "Closing Date"). The consideration (the "Purchase
Consideration") for the Mortgage Loans shall be equal to (i) 104.7727% of the
PNC Bank Mortgage Loan Balance as of the Cut-off Date, plus (ii) $1,613,738,
which amount represents the amount of interest accrued on the PNC Bank Mortgage
Loan Balance, as agreed to by the Seller and the Purchaser.

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

          SECTION 2. Conveyance of Mortgage Loans.

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

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

          (c) The Seller hereby represents and warrants that it has or will
have, on behalf of the Purchaser, delivered to the Trustee (i) on or before the
Closing Date, the documents and instruments specified below with respect to each
Mortgage Loan that are Specially Designated Mortgage Loan Documents and (ii) on
or before the date that is 30 days after the Closing Date, the remaining
documents and instruments specified below that are not Specially Designated
Mortgage Loan Documents with respect to each Mortgage Loan (the documents and


                                        2



instruments specified below and referred to in clauses (i) and (ii) preceding,
collectively, a "Mortgage File"). All Mortgage Files so delivered will be held
by the Trustee in escrow for the benefit of the Seller at all times prior to the
Closing Date. The Mortgage File with respect to each Mortgage Loan that is a
Trust Mortgage Loan shall contain the following documents:

          (i) the original executed Mortgage Note for the subject Mortgage Loan,
     including any power of attorney related to the execution thereof (or a lost
     note affidavit and indemnity with a copy of such Mortgage Note attached
     thereto), together with any and all intervening endorsements thereon,
     endorsed on its face or by allonge attached thereto (without recourse,
     representation or warranty, express or implied) to the order of LaSalle
     Bank National Association, as trustee for the registered holders of ML-CFC
     Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-Through
     Certificates, Series 2006-3, or in blank;

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

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

          (iv) an original executed assignment, in recordable form (except for
     completion of the assignee's name (if the assignment is delivered in blank)
     and any missing recording information or a certified copy of that
     assignment as sent for recording), of (a) the Mortgage, (b) any related
     Assignment of Leases (if such item is a document separate from the
     Mortgage) and (c) any other recorded document relating to the subject
     Mortgage Loan otherwise included in the Mortgage File, in favor of LaSalle
     Bank National Association, as trustee for the registered holders of ML-CFC
     Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-Through
     Certificates, Series 2006-3, or in blank;

          (v) an original assignment of all unrecorded documents relating to the
     Mortgage Loan (to the extent not already assigned pursuant to clause (iv)
     above) in favor of LaSalle Bank National Association, as trustee for the
     registered holders of ML-CFC Commercial Mortgage Trust 2006-3, Commercial
     Mortgage Pass-Through Certificates, Series 2006-3, or in blank;

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


                                        3



          (vii) the original or a copy of the policy or certificate of lender's
     title insurance or, if such policy has not been issued or located, an
     original or copy of an irrevocable, binding commitment (which may be a pro
     forma policy or a marked version of the policy that has been executed by an
     authorized representative of the title company or an agreement to provide
     the same pursuant to binding escrow instructions executed by an authorized
     representative of the title company) to issue such title insurance policy;

          (viii) any filed copies or other evidence of filing of any prior UCC
     Financing Statements in favor of the originator of the subject Mortgage
     Loan or in favor of any assignee prior to the Trustee (but only to the
     extent the Seller had possession of such UCC Financing Statements prior to
     the Closing Date) and, if there is an effective UCC Financing Statement in
     favor of the Seller on record with the applicable public office for UCC
     Financing Statements, a UCC Financing Statement assignment, in form
     suitable for filing in favor of LaSalle Bank National Association, as
     trustee for the registered holders of ML-CFC Commercial Mortgage Trust
     2006-3, Commercial Mortgage Pass-Through Certificates, Series 2006-3, as
     assignee, or in blank;

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

          (x) an original or a copy of any intercreditor agreement relating to
     permitted debt of the Mortgagor and any intercreditor agreement relating to
     mezzanine debt related to the Mortgagor;

          (xi) an original or a copy of any loan agreement, any escrow or
     reserve agreement, any security agreement, any management agreement, any
     agreed upon procedures letter, any lockbox or cash management agreements,
     any environmental reports or any letter of credit (which letter of credit
     shall not be delivered in original from to the Trustee, but rather to the
     applicable Master Servicer), in each case relating to the subject Mortgage
     Loan; and

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

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

          (d) The Seller shall retain an Independent third party (the
"Recording/Filing Agent") that shall, as to each Mortgage Loan, promptly (and in
any event within 90 days following the later of the Closing Date and the
delivery of each Mortgage, Assignment of Leases, recordable document and UCC
Financing Statement to the Trustee) cause to be submitted for recording or
filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to each such
Mortgage Loan in favor of the Trustee that is referred to in clause (iv) of the
definition of "Mortgage File" and each UCC Financing Statement assignment in
favor of the Trustee that is referred to in clause (viii) of the definition of
"Mortgage File." Each such assignment and UCC Financing Statement


                                        4



assignment shall reflect that the recorded original should be returned by the
public recording office to the Trustee following recording, and each such
assignment and UCC Financing Statement assignment shall reflect that the file
copy thereof should be returned to the Trustee following filing; provided, that
in those instances where the public recording office retains the original
assignment of Mortgage or assignment of Assignment of Leases, the
Recording/Filing Agent shall obtain therefrom a certified copy of the recorded
original. If any such document or instrument is lost or returned unrecorded or
unfiled, as the case may be, because of a defect therein, then the Seller shall
prepare a substitute therefor or cure such defect or cause such to be done, as
the case may be, and the Seller shall deliver such substitute or corrected
document or instrument to the Trustee (or, if the Mortgage Loan is then no
longer subject to the Pooling and Servicing Agreement, to the then holder of
such Mortgage Loan).

          The Seller shall bear the out-of-pocket costs and expenses of all such
recording, filing and delivery contemplated in the preceding paragraph,
including, without limitation, any costs and expenses that may be incurred by
the Trustee in connection with any such recording, filing or delivery performed
by the Trustee at the Seller's request and the fees of the Recording/Filing
Agent.

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

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

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

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


                                        5



          SECTION 3. Representations, Warranties and Covenants of Seller.

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

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

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

          (iii) The execution and delivery of this Agreement by the Seller and
     the Seller's performance and compliance with the terms of this Agreement
     will not (A) violate the Seller's certificate of incorporation or bylaws,
     (B) violate any law or regulation or any administrative decree or order to
     which it is subject if compliance therewith is necessary (1) to ensure the
     enforceability of this Agreement or (2) for the Seller to perform its
     duties and obligations under this Agreement, or (C) constitute a default
     (or an event which, with notice or lapse of time, or both, would constitute
     a default) under, or result in the breach of, any material contract,
     agreement or other instrument to which the Seller is a party or by which
     the Seller is bound, which default might have consequences that would, in
     the Seller's reasonable and good faith judgment, materially and adversely
     affect the condition (financial or other) or operations of the Seller or
     its properties or materially and adversely affect its performance
     hereunder.

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

          (v) The Seller is not a party to or bound by any agreement or
     instrument or subject to any certificate of incorporation, articles of
     association, bylaws or any other corporate restriction or any judgment,
     order, writ, injunction, decree, law or regulation that would, in the
     Seller's reasonable and good faith judgment, materially and adversely
     affect the ability of the Seller to perform its obligations under this
     Agreement or that


                                        6



     requires the consent of any third person to the execution of this Agreement
     or the performance by the Seller of its obligations under this Agreement
     (except to the extent such consent has been obtained).

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

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

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

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

          (x) The Prospectus Supplement contains all the information that is
     required to be provided in respect of the Seller (that arise from its role
     as "sponsor" (within the meaning of Regulation AB)), the Mortgage Loans,
     the related Mortgagors and the related Mortgaged Properties pursuant to
     Regulation AB. For purpose of this Agreement, "Regulation AB" shall mean
     Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
     Sections 229.1100-229.1123, as such may be amended from time to time, and
     subject to such clarification and interpretation as have been provided by
     the Commission in the adopting release (Asset-Backed Securities, Securities
     Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by
     the staff of the Commission, or as may be provided by the Commission or its
     staff from time to time.


                                        7



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

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

          A Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders


                                        8



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


                                        9



insurance as described in representation 8 set forth on Schedule I hereto in
lieu of the delivery of the actual policy of lender's title insurance shall not
be considered a Document Defect or Breach with respect to any Mortgage File if
such actual policy of insurance is delivered to the Trustee or a Custodian on
its behalf not later than the 180th day following the Closing Date.

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

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

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

          Notwithstanding any of the foregoing provisions of this Section 3(c),
if there is a Document Defect or Breach (which Document Defect or Breach
materially and adversely affects the value of the related Mortgage Loan or the
interests of the Certificateholders therein) with respect to one or more
Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be
obligated to repurchase or substitute the Mortgage Loan if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan documents (and such Mortgaged
Property(ies) are, in fact, released) and to the extent not covered by the
applicable release price (if any) required under the related Mortgage Loan
documents, the Seller pays (or causes to be paid) any additional amounts
necessary to cover all reasonable out-of-pocket expenses reasonably incurred by
the applicable Master Servicer, the Special Servicer, the Trustee or the Trust
Fund in connection with such release, (ii) the remaining Mortgaged Property(ies)
satisfy the requirements, if any, set forth in the Mortgage Loan documents and
the Seller provides an opinion of counsel to the effect that such release would
not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the
Code or result in the imposition of any tax on "prohibited transactions" or


                                       10



"contributions" after the Startup Day under the REMIC Provisions and (iii) each
Rating Agency then rating the Certificates shall have provided written
confirmation that such release would not cause the then-current ratings of the
Certificates rated by it to be qualified, downgraded or withdrawn.

          The foregoing provisions of this Section 3(c) notwithstanding, the
Purchaser's sole remedy (subject to the last sentence of this paragraph) for a
breach of representation 30 set forth on Schedule I hereto shall be the cure of
such breach by the Seller, which cure shall be effected through the payment by
the Seller of such costs and expenses (without regard to whether such costs and
expenses are material or not) specified in such representation that have not, at
the time of such cure, been received by the applicable Master Servicer or the
Special Servicer from the related Mortgagor and not a repurchase or substitution
of the related Mortgage Loan. Following the Seller's remittance of funds in
payment of such costs and expenses, the Seller shall be deemed to have cured the
breach of representation 30 in all respects. To the extent any fees or expenses
that are the subject of a cure by the Seller are subsequently obtained from the
related Mortgagor, the cure payment made by the Seller shall be returned to the
Seller. Notwithstanding the prior provisions of this paragraph, the Seller,
acting in its sole discretion, may effect a repurchase or substitution (in
accordance with the provisions of this Section 3(c) setting forth the manner in
which a Mortgage Loan may be repurchased or substituted) of a Mortgage Loan, as
to which representation 30 set forth on Schedule I has been breached, in lieu of
paying the costs and expenses that were the subject of the breach of
representation 30 set forth on Schedule I.

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

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

          No substitution of a Qualified Substitute Mortgage Loan or Qualified
Substitute Mortgage Loans may be made in any calendar month after the
Determination Date for such month. Periodic Payments due with respect to any
Qualified Substitute Mortgage Loan after the


                                       11



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

          (e) This Section 3 provides the sole remedies available to the
Purchaser, the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to this Section 3.

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

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

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

          (c) The execution and delivery of this Agreement by the Purchaser and
the Purchaser's performance and compliance with the terms of this Agreement will
not (A) violate the Purchaser's articles of incorporation or bylaws, (B) violate
any law or regulation or any administrative decree or order to which it is
subject if compliance therewith is necessary (1) to ensure the enforceability of
this Agreement or (2) for the Purchaser to perform its duties and obligations
under this Agreement or (C) constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which the
Purchaser is a party or by which the Purchaser is bound, which default might
have consequences that would, in the Purchaser's reasonable and good faith
judgment, materially and adversely affect the condition (financial or other) or
operations of the Purchaser or its properties or have consequences that would
materially and adversely affect its performance hereunder.


                                       12



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

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

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

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

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

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

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

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


                                       13



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

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

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

          (f) One or more letters from the independent accounting firm of Ernst
& Young LLP in form satisfactory to the Purchaser and relating to certain
information regarding the Mortgage Loans and Certificates as set forth in the
Prospectus (as defined in Section 6(d) of this Agreement) and Prospectus
Supplement (as defined in Section 6(d) of this Agreement), respectively; and

          (g) The Seller shall have executed and delivered concurrently herewith
that certain Indemnification Agreement, dated as of September 22, 2006, among
the Seller, Merrill Lynch Mortgage Lending, Inc., Countrywide Commercial Real
Estate Finance, Inc., the Purchaser, the Underwriters and the Initial
Purchasers. Both parties agree to use their best reasonable efforts to perform
their respective obligations hereunder in a manner that will enable the
Purchaser to purchase the Mortgage Loans on the Closing Date.

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

          (a) (i) This Agreement duly executed by the Purchaser and the Seller,
(ii) the Pooling and Servicing Agreement duly executed by the parties thereto
and (iii) the agreement(s) pursuant to which the servicing rights with respect
to the Mortgage Loans are being sold to the applicable Master Servicer (such
agreement(s), individually or collectively, as the case may be, "Servicing
Rights Purchase Agreement");

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

          (c) An officer's certificate from an officer of the Seller (signed in
his/her capacity as an officer), dated the Closing Date, and upon which the
Purchaser may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or


                                       14



before the Closing Date in connection with the transactions contemplated herein
or therein, was at the respective times of such signing and delivery, and is as
of the Closing Date, duly elected or appointed, qualified and acting as such
officer or representative, and the signatures of such persons appearing on such
documents and certificates are their genuine signatures;

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

          The "Specified Portions" of the Free Writing Prospectus shall consist
of Annex A-1 (as contained in each of the September 13, 2006 Free Writing
Prospectus and the September 15, 2006 Revised Annex A-1 Free Writing Prospectus)
thereto, entitled "Certain Characteristics of the Mortgage Loans" (insofar as
the information contained in Annex A-1 relates to the Mortgage Loans sold by the
Seller hereunder), Annex A-2 to the Free Writing Prospectus, entitled "Certain
Statistical Information Regarding the Mortgage Loans" (insofar as the
information contained in Annex A-2 relates to the Mortgage Loans sold by the
Seller hereunder), Annex B to the Free Writing Prospectus entitled "Certain
Characteristics Regarding Multifamily Properties" (insofar as the information
contained in Annex B relates to the Mortgage Loans sold by the Seller
hereunder), Annex C to the Free Writing Prospectus, entitled "Preliminary
Structural and Collateral Term Sheet" (as modified by the September 15, 2006
Term sheet and insofar as the information contained in Annex C relates to the
Mortgage Loans sold by the Seller hereunder), the CD-ROM which accompanies the
Free Writing Prospectus (insofar as such CD-ROM is consistent with Annex A-1,
Annex A-2 and/or Annex B), and the following sections of the Free Writing
Prospectus (only to the extent that any such information relates to the Seller
or the Mortgage Loans sold by the Seller hereunder and exclusive of any
statements in such sections that purport to describe the servicing and
administration provisions of the Pooling and Servicing Agreement and exclusive
of aggregated numerical information that includes the Other


                                       15



Mortgage Loans): "Summary of Offering Prospectus--Relevant
Parties--Sponsors/Mortgage Loan Sellers", "Summary of Offering Prospectus--The
Mortgage Loans and the Mortgaged Real Properties", "Risk Factors--Risks Related
to the Mortgage Loans", "Description of the Mortgage Pool", "Transaction
Participants--The Sponsors" and "Affiliations and Certain Relationships and
Related Transactions".

          The "Specified Portions" of the Prospectus Supplement shall consist of
Annex A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans"
(insofar as the information contained in Annex A-1 relates to the Mortgage Loans
sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled
"Certain Statistical Information Regarding the Mortgage Loans" (insofar as the
information contained in Annex A-2 relates to the Mortgage Loans sold by the
Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain
Characteristics Regarding Multifamily Properties" (insofar as the information
contained in Annex B relates to the Mortgage Loans sold by the Seller
hereunder), Annex C to the Prospectus Supplement, entitled "Description of the
Ten Largest Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans"
(insofar as the information contained in Annex C relates to the Mortgage Loans
sold by the Seller hereunder), the CD-ROM which accompanies the Prospectus
Supplement (insofar as such CD-ROM is consistent with Annex A-1, Annex A-2
and/or Annex B), and the following sections of the Prospectus Supplement (only
to the extent that any such information relates to the Seller or the Mortgage
Loans sold by the Seller hereunder and exclusive of any statements in such
sections that purport to describe the servicing and administration provisions of
the Pooling and Servicing Agreement and exclusive of aggregated numerical
information that includes the Other Mortgage Loans): "Summary of Prospectus
Supplement--Relevant Parties--Sponsors/Mortgage Loan Sellers", "Summary of
Prospectus Supplement--The Mortgage Loans and the Mortgaged Real Properties",
"Risk Factors--Risks Related to the Mortgage Loans", "Description of the
Mortgage Pool", "Transaction Participants--The Sponsors" and "Affiliations and
Certain Relationships and Related Transactions".

          The "Specified Portions" of the Memorandum shall consist of the
Specified Portions of the Prospectus Supplement (as attached as an exhibit to
the Memorandum).

          For purposes of this Section 6(d) and this Agreement, the following
terms have the meanings set forth below:

          "Free Writing Prospectus" means the Offering Prospectus dated
September 13, 2006 (the "September 13, 2006 Free Writing Prospectus"), and
relating to the Publicly-Offered Certificates, as supplemented and amended by
those certain free writing prospectuses (the first pages of which are attached
hereto as Schedule III) comprised of a revised Annex A-1 to the Offering
Prospectus that was distributed to potential investors in the Publicly-Offered
Certificates by e-mail on September 15, 2006 (the "September 15, 2006 Revised
Annex A-1 Free Writing Prospectus") and a revised preliminary and structural
term sheet that was distributed to potential investors in the Publicly Offered
Certificates by e-mail on September 15, 2006 (the "September 15, 2006 Term
Sheet");

          "Memorandum" means the confidential Private Placement Memorandum dated
September 22, 2006, and relating to the Private Certificates;


                                       16



          "Prospectus" means the prospectus dated September 13, 2006.

          "Prospectus Supplement" means the prospectus supplement dated 22,
2006, that supplements the Prospectus and relates to the Publicly-Offered
Certificates; and

          "Time of Sale" means September 22, 2006, at 11:15 a.m.

          (e) (e) Each of: (i) the resolutions of the Seller's board of
directors or a committee thereof authorizing the Seller's entering into the
transactions contemplated by this Agreement, (ii) the articles of association
and bylaws of the Seller, and (iii) a certificate of corporate existence of the
Seller issued by the United States not earlier than 30 days prior to the Closing
Date;

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

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

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

          SECTION 8. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Seller to
the Purchaser as provided in Section 2 of this Agreement be, and be construed
as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller. However, if, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the Seller,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt
or other obligation of the Seller, and (b) (i) this Agreement shall also be
deemed to be a security agreement within the meaning of Article 9 of the UCC of
the applicable jurisdiction; (ii) the conveyance provided for in Section 2 of
this Agreement shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation, all amounts, other than investment
earnings (other than investment earnings required by Section 3.19(a) of the
Pooling and Servicing Agreement to offset Prepayment Interest Shortfalls), from
time to time held or invested in the applicable


                                       17



Master Servicer's Collection Account, the Distribution Account or, if
established, the REO Account whether in the form of cash, instruments,
securities or other property; (iii) the assignment to the Trustee of the
interest of the Purchaser as contemplated by Section 1 of this Agreement shall
be deemed to be an assignment of any security interest created hereunder; (iv)
the possession by the Trustee or any of its agents, including, without
limitation, the Custodian, of the Mortgage Notes, and such other items of
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be possession by the secured party for purposes of perfecting
the security interest pursuant to Section 9-313 of the UCC of the applicable
jurisdiction; and (v) notifications to persons (other than the Trustee) holding
such property, and acknowledgments, receipts or confirmations from persons
(other than the Trustee) holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement. The Seller does hereby consent to the filing by
the Purchaser of financing statements relating to the transactions contemplated
hereby without the signature of the Seller.

          SECTION 9. Notice of Exchange Act Reportable Events. The Seller hereby
agrees to deliver to the Purchaser any disclosure information relating to any
event, specifically relating to the Seller, reasonably determined in good faith
by the Purchaser as required to be reported on Form 8-K, Form 10-D or Form 10-K
by the Trust Fund (in formatting reasonably appropriate for inclusion in such
form) insofar as such disclosure is required under Item 1117 or 1119 of
Regulation AB or Item 1.03 to Form 8-K. The Seller shall use reasonable efforts
to deliver proposed disclosure language relating to any event, specifically
relating to the Seller, described under Item 1117 or 1119 of Regulation AB or
Item 1.03 to Form 8-K to the Purchaser as soon as reasonably practicable after
the Seller becomes aware of such event and in no event more than (2) business
days following the occurrence of such event if such event is reportable under
Item 1.03 to Form 8-K. The obligation of the Seller to provide the above
referenced disclosure materials in any fiscal year of the Trust will terminate
upon the Trustee's filing a Form 15 with respect to the Trust as to that fiscal
year in accordance with Section 8.16 of the Pooling and Servicing Agreement or
the reporting requirements with respect to the Trust under the Securities
Exchange Act of 1934, as amended (the "1934 Act") have otherwise automatically
suspended. The Seller hereby acknowledges that the information to be provided by
it pursuant to this Section 9 will be used in the preparation of reports meeting
the reporting requirements of the Trust under Section 13(a) and/or Section 15(d)
of the 1934 Act.

          SECTION 10. Notices. All notices, copies, requests, consents, demands
and other communications required 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 on Exhibit A hereto, or as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when received, in each
case given or addressed as aforesaid.


                                       18



          SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee).

          SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law that prohibits
or renders void or unenforceable any provision hereof.

          SECTION 13. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.

          SECTION 14. GOVERNING LAW; WAIVER OF TRIAL BY JURY. THIS AGREEMENT AND
THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL
BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE
PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT. THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE,
RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

          SECTION 15. Attorneys' Fees. If any legal action, suit or proceeding
is commenced between the Seller and the Purchaser regarding their respective
rights and obligations under this Agreement, the prevailing party shall be
entitled to recover, in addition to damages or other relief, costs and expenses,
attorneys' fees and court costs (including, without limitation, expert witness
fees). As used herein, the term "prevailing party" shall mean the party that
obtains the principal relief it has sought, whether by compromise settlement or
judgment. If the party that commenced or instituted the action, suit or
proceeding shall dismiss or discontinue it without the concurrence of the other
party, such other party shall be deemed the prevailing party.

          SECTION 16. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to


                                       19



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

          SECTION 17. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Underwriters (as intended third party beneficiaries hereof), the
Initial Purchasers (also as intended third party beneficiaries hereof) and their
permitted successors and assigns. This Agreement is enforceable by the
Underwriters, the Initial Purchasers and the other third party beneficiaries
hereto in all respects to the same extent as if they had been signatories
hereof.

          SECTION 18. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party hereto against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, including, without
limitation, any defined terms therein, unless the Seller has consented to such
amendment or modification in writing.

          SECTION 19. Accountants' Letters. The parties hereto shall cooperate
with Ernst & Young LLP in making available all information and taking all steps
reasonably necessary to permit such accountants to deliver the letters required
by the Underwriting Agreement and the Certificate Purchase Agreement.

          SECTION 20. Knowledge. Whenever a representation or warranty or other
statement in this Agreement (including, without limitation, Schedule I hereto)
is made with respect to a Person's "knowledge," such statement refers to such
Person's employees or agents who were or are responsible for or involved with
the indicated matter and have actual knowledge of the matter in question.

          SECTION 21. Cross-Collateralized Mortgage Loans. Each Crossed Loan
Group is identified on the Mortgage Loan Schedule. For purposes of reference,
the Mortgaged Property that relates or corresponds to any of the Mortgage Loans
in a Crossed Loan Group shall be the property identified in the Mortgage Loan
Schedule as corresponding thereto. The provisions of this Agreement, including,
without limitation, each of the representations and warranties set forth in
Schedule I hereto and each of the capitalized terms used herein but defined in
the Pooling and Servicing Agreement, shall be interpreted in a manner consistent
with this Section 21. In addition, if there exists with respect to any Crossed
Loan Group only one original of any document referred to in the definition of
"Mortgage File" in this Agreement and covering all the Mortgage Loans in such
Crossed Loan Group, the inclusion of the original of such document in


                                       20



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

                           [SIGNATURE PAGES TO FOLLOW]


                                       21



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

                                   SELLER
                                   PNC BANK, NATIONAL ASSOCIATION


                                   By:    /s/ Harry J. Funk
                                       ----------------------------------------
                                       Name:  Harry J. Funk
                                       Title: Senior Vice President


                                   PURCHASER
                                   MERRILL LYNCH MORTGAGE INVESTORS, INC.


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


                      PNC MORTGAGE LOAN PURCHASE AGREEMENT



                                    EXHIBIT A

Seller:

Address for Notices:

PNC Bank, National Association
10851 Mastin, Suite 300
Overland Park, Kansas 66210 (for deliveries or courier)
or
P.O. Box 25965
Shawnee Mission, Kansas 66225-5965 (for United States mail)
Attention: Harry Funk

with a copy to:

PNC Bank, National Association
One PNC Plaza,
249 Fifth Avenue, 21st Floor,
Pittsburgh, Pennsylvania 15222,
Attention: Gretchen Lengel Kelly

Purchaser:

Address for Notices:

Merrill Lynch Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
250 Vesey Street
New York, New York 10080
Attention: David M. Rodgers

with a copy to:

Merrill Lynch Mortgage Investors, Inc.
c/o Global Commercial Real Estate
4 World Financial Center, 16th Floor
250 Vesey Street
New York, New York 10080
Attn: Director of CMBS Securitizations

and

Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center, 12th Floor



250 Vesey Street
New York, New York 10080
Attention: General Counsel for Global
           Commercial Real Estate in the Office
           of the General Counsel



                                   SCHEDULE I

                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

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

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

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

          3. Payment Record. No scheduled payment of principal and/or interest
under any Mortgage Loan was 30 days or more past due as of the Due Date for such
Mortgage Loan in September 2006, without giving effect to any applicable grace
period, nor was any such payment 30 days or more delinquent since the date of
origination of any Mortgage Loan, without giving effect to any applicable grace
period.

          4. Lien; Valid Assignment. Each Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
limitations and exceptions set forth in representation 13 below, enforceable
first priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, and there are no liens and/or



encumbrances that are pari passu with the lien of such Mortgage, in any event
subject, however, to the following (collectively, the "Permitted Encumbrances"):
(a) the lien for current real estate taxes, ground rents, water charges, sewer
rents and assessments not yet delinquent or accruing interest or penalties; (b)
covenants, conditions and restrictions, rights of way, easements and other
matters that are of public record and/or are referred to in the related lender's
title insurance policy (or, if not yet issued, referred to in a pro forma title
policy or a "marked-up" commitment binding upon the title insurer); (c)
exceptions and exclusions specifically referred to in such lender's title
insurance policy (or, if not yet issued, referred to in a pro forma title policy
or "marked-up" commitment binding upon the title insurer); (d) other matters to
which like properties are commonly subject; (e) the rights of tenants (as
tenants only) under leases (including subleases) pertaining to the related
Mortgaged Property; (f) if such Mortgage Loan constitutes a Cross-Collateralized
Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in
the same Crossed Group; (g) if the related Mortgaged Property consists of one or
more units in a condominium, the related condominium declaration; and (h) the
rights of the holder of any Non-Trust Loan that is part of a related Loan
Combination to which any such Mortgage Loan belongs. The Permitted Encumbrances
do not, individually or in the aggregate, materially interfere with the security
intended to be provided by the related Mortgage, the current principal use of
the related Mortgaged Property, the Value of the Mortgaged Property or the
current ability of the related Mortgaged Property to generate income sufficient
to service such Mortgage Loan. The related assignment of such Mortgage executed
and delivered in favor of the Trustee is in recordable form (but for insertion
of the name and address of the assignee and any related recording information
which is not yet available to the Seller) and constitutes a legal, valid,
binding and, subject to the limitations and exceptions set forth in
representation 13 below, enforceable assignment of such Mortgage from the
relevant assignor to the Trustee.

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


                                       I-2



with respect to any Mortgage Loan that is part of a Loan Combination, no person
other than the related Mortgagor owns any interest in any payments due under the
related leases on which the Mortgagor is the landlord, covered by the related
Assignment of Leases.

          6. Mortgage Status; Waivers and Modifications. In the case of each
Mortgage Loan, except by a written instrument which has been delivered to the
Purchaser or its designee as a part of the related Mortgage File, (a) the
related Mortgage (including any amendments or supplements thereto included in
the related Mortgage File) has not been impaired, waived, modified, altered,
satisfied, canceled, subordinated or rescinded, (b) neither the related
Mortgaged Property nor any material portion thereof has been released from the
lien of such Mortgage and (c) the related Mortgagor has not been released from
its obligations under such Mortgage, in whole or in material part. With respect
to each Mortgage Loan, since the later of (a) September 8, 2006 and (b) the
closing date of such Mortgage Loan, the Seller has not executed any written
instrument that (i) impaired, satisfied, canceled, subordinated or rescinded
such Mortgage Loan, (ii) waived, modified or altered any material term of such
Mortgage Loan, (iii) released the Mortgaged Property or any material portion
thereof from the lien of the related Mortgage, or (iv) released the related
Mortgagor from its obligations under such Mortgage Loan in whole or material
part. For avoidance of doubt, the preceding sentence does not relate to any
release of escrows by the Seller or a servicer on its behalf.

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

          8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan
is covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (or, if such policy has yet
to be issued, by a pro forma policy or a "marked up" commitment binding on the
title insurer) in the original principal


                                       I-3



amount of such Mortgage Loan after all advances of principal, insuring that the
related Mortgage is a valid first priority lien on such Mortgaged Property,
subject only to the Permitted Encumbrances, except that in the case of a
Mortgage Loan as to which the related Mortgaged Property is made up of more than
one parcel of property, each of which is secured by a separate Mortgage, such
Mortgage (and therefore the related Title Policy) may be in an amount less than
the original principal amount of the Mortgage Loan, but is not less than the
allocated amount of subject parcel constituting a portion of the related
Mortgaged Property. Such Title Policy (or, if it has yet to be issued, the
coverage to be provided thereby) is in full force and effect, all premiums
thereon have been paid, no material claims have been made thereunder and no
claims have been paid thereunder. No holder of the related Mortgage has done, by
act or omission, anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued,
the coverage to be provided thereby) inures to the benefit of the Trustee as
sole insured without the consent of or notice to the insurer. Such Title Policy
contains no exclusion for whether, or it affirmatively insures (unless the
related Mortgaged Property is located in a jurisdiction where such affirmative
insurance is not available) that, (a) the related Mortgaged Property has access
to a public road, and (b) the area shown on the survey, if any, reviewed or
prepared in connection with the origination of the related Mortgage Loan is the
same as the property legally described in the related Mortgage.

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

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

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

          12. Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Annex B hereto (as to which properties the only
environmental


                                       I-4



investigation conducted in connection with the origination of the related
Mortgage Loan related to asbestos-containing materials and lead-based paint),
(a) an environmental site assessment meeting ASTM standards and covering all
environmental hazards typically assessed for similar properties including use,
type and tenants of the related Mortgaged Property, a transaction screen meeting
ASTM standards or an update of a previously conducted environmental site
assessment (which update may have been performed pursuant to a database update),
was performed by an independent third-party environmental consultant (licensed
to the extent required by applicable state law) with respect to each Mortgaged
Property securing a Mortgage Loan in connection with the origination of such
Mortgage Loan, (b) the report of each such assessment, update or screen, if any
(an "Environmental Report"), is dated no earlier than (or, alternatively, has
been updated within) twelve (12) months prior to the date hereof, (c) a copy of
each such Environmental Report has been delivered to the Purchaser, and (d)
either: (i) no such Environmental Report, if any, reveals that as of the date of
the report there is a material violation of applicable environmental laws with
respect to any known circumstances or conditions relating to the related
Mortgaged Property; or (ii) if any such Environmental Report does reveal any
such circumstances or conditions with respect to the related Mortgaged Property
and the same have not been subsequently remediated in all material respects,
then one or more of the following are true--(A) one or more parties not related
to the related Mortgagor and collectively having financial resources reasonably
estimated to be adequate to cure the violation was identified as the responsible
party or parties for such conditions or circumstances, and such conditions or
circumstances do not materially impair the Value of the related Mortgaged
Property, (B) the related Mortgagor was required to provide additional security
reasonably estimated to be adequate to cure the violations and/or to obtain and,
for the period contemplated by the related Mortgage Loan documents, maintain an
operations and maintenance plan, (C) the related Mortgagor, or other responsible
party, provided a "no further action" letter or other evidence that would be
acceptable to a reasonably prudent commercial mortgage lender, that applicable
federal, state or local governmental authorities had no current intention of
taking any action, and are not requiring any action, in respect of such
conditions or circumstances, (D) such conditions or circumstances were
investigated further and based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or remediation,
(E) the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than 2% of the outstanding principal balance of the
related Mortgage Loan, (F) there exists an escrow of funds reasonably estimated
to be sufficient for purposes of effecting such remediation, (G) the related
Mortgaged Property is insured under a policy of insurance, subject to certain
per occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related Mortgagor to cover the costs of
any required investigation, testing, monitoring or remediation and, as of the
date of origination of the related Mortgage Loan, such responsible party had
financial resources reasonably estimated to be adequate to cure the subject
violation in all material respects. To the Seller's actual knowledge and without
inquiry beyond the related Environmental Report, there are no significant or
material circumstances or conditions with respect to such Mortgaged Property not
revealed in any such Environmental Report, where obtained, or in any Mortgagor
questionnaire delivered to the Seller in connection with the issue of any
related environmental insurance policy, if applicable, that would require
investigation or remediation by the related Mortgagor under, or otherwise be a
material violation of, any applicable environmental law. The Mortgage Loan
documents for each Mortgage Loan


                                       I-5



require the related Mortgagor to comply in all material respects with all
applicable federal, state and local environmental laws and regulations. Each of
the Mortgage Loans identified on Annex C hereto is covered by a secured creditor
environmental insurance policy and each such policy is noncancellable during its
term, is in the amount at least equal to 125% of the principal balance of the
Mortgage Loan, has a term ending no sooner than the date which is five years
after the maturity date of the Mortgage Loan to which it relates and either does
not provide for a deductible or the deductible amount is held in escrow and all
premiums have been paid in full. Each Mortgagor represents and warrants in the
related Mortgage Loan documents that except as set forth in certain
environmental reports and to its knowledge it has not used, caused or permitted
to exist and will not use, cause or permit to exist on the related Mortgaged
Property any hazardous materials in any manner which violates federal, state or
local laws, ordinances, regulations, orders, directives or policies governing
the use, storage, treatment, transportation, manufacture, refinement, handling,
production or disposal of hazardous materials. The related Mortgagor (or
affiliate thereof) has agreed to indemnify, defend and hold the Seller and its
successors and assigns harmless from and against any and all losses,
liabilities, damages, injuries, penalties, fines, out-of-pocket expenses and
claims of any kind whatsoever (including attorneys' fees and costs) paid,
incurred or suffered by or asserted against, any such party resulting from a
breach of environmental representations, warranties or covenants given by the
Mortgagor in connection with such Mortgage Loan.

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

          14. Insurance. Except in certain cases where tenants, having a net
worth of at least $50,000,000 or an investment grade credit rating (and, if
rated by Fitch, a credit rating of at least "A-" by Fitch) and obligated to
maintain the insurance described in this paragraph, are allowed to self-insure
the related Mortgaged Properties, all improvements upon each Mortgaged Property
securing a Mortgage Loan are insured under a fire and extended perils insurance
(or the


                                       I-6



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


                                       I-7



Mortgage Loan; provided that the related Mortgage Loan documents may entitle the
related Mortgagor to any portion of such proceeds remaining after the repair or
restoration of the related Mortgaged Property or payment of amounts due under
the Mortgage Loan; and provided, further, that, if the related Mortgagor holds a
leasehold interest in the related Mortgaged Property, the application of such
proceeds will be subject to the terms of the related Ground Lease (as defined in
representation 18 below).

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

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

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

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

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


                                       I-8



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

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

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

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

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

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

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

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


                                       I-9



     lessee that is susceptible to cure by the mortgagee under such Ground Lease
     following notice thereof from the lessor;

          (ix) under the terms of such Ground Lease and the related Mortgage or
     related Mortgage Loan documents, taken together, any related casualty
     insurance proceeds (other than de minimis amounts for minor casualties)
     with respect to the leasehold interest will be applied either (i) to the
     repair or restoration of all or part of the related Mortgaged Property,
     with the mortgagee or a trustee appointed by it having the right to hold
     and disburse such proceeds as the repair or restoration progresses (except
     in such cases where a provision entitling another party to hold and
     disburse such proceeds would not be viewed as commercially unreasonable by
     a prudent commercial mortgage lender), or (ii) to the payment of the
     outstanding principal balance of the Mortgage Loan together with any
     accrued interest thereon;

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

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

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

          20. Advancement of Funds. In the case of each Mortgage Loan, neither
the Seller nor, to the Seller's knowledge, any prior holder of such Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property
(other than (a) amounts paid by the tenant as specifically provided under a
related lease or by the property manager or (b) application and commitment fees,
escrow funds, points and reimbursements for fees and expenses incurred in


                                      I-10



connection with the origination and funding of the Mortgage Loan), for the
payment of any amount required by such Mortgage Loan, except for interest
accruing from the date of origination of such Mortgage Loan or the date of
disbursement of the Mortgage Loan proceeds, whichever is later, to the date
which preceded by 30 days the first due date under the related Mortgage Note.

          21. No Equity Interest, Equity Participation or Contingent Interest.
No Mortgage Loan contains any equity participation by the mortgagee thereunder,
is convertible by its terms into an equity ownership interest in the related
Mortgaged Property or the related Mortgagor, provides for any contingent or
additional interest in the form of participation in the cash flow of the related
Mortgaged Property, or provides for the negative amortization of interest,
except that, in the case of an ARD Loan, such Mortgage Loan provides that,
during the period commencing on or about the related Anticipated Repayment Date
and continuing until such Mortgage Loan is paid in full, (a) additional interest
shall accrue and may be compounded monthly and shall be payable only after the
outstanding principal of such Mortgage Loan is paid in full, and (b) a portion
of the cash flow generated by such Mortgaged Property will be applied each month
to pay down the principal balance thereof in addition to the principal portion
of the related monthly payment.

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

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

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


                                      I-11



law could give rise to any such lien that would be prior or equal to the lien of
the related Mortgage and that is not bonded or escrowed for or covered by title
insurance.

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

          26. Licenses and Permits. To the Seller's knowledge, as of the date of
origination of each Mortgage Loan and based on any of: (i) a letter from
governmental authorities, (ii) a legal opinion, (iii) an endorsement to the
related Title Policy, (iv) a representation of the related Mortgagor at the time
of origination of such Mortgage Loan, (v) a zoning report from a zoning
consultant, or (vi) other due diligence that a commercially reasonable
originator of similar mortgage loans in the jurisdiction where the related
Mortgaged Property is located customarily performs in the origination of
comparable mortgage loans, the related Mortgagor, the related lessee, franchise
or operator was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated or such material licenses, permits
and franchises have otherwise been issued.

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

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

          29. Defeasance. Each Mortgage Loan that contains a provision for any
defeasance of mortgage collateral permits defeasance (i) no earlier than two
years following the Closing Date and (ii) only with substitute collateral
constituting "government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act. To the Seller's knowledge, the


                                      I-12



provisions of each such Mortgage Loan, if any, permitting defeasance are only
for the purpose of facilitating the disposition of a Mortgaged Property and are
not part of an arrangement to collateralize a REMIC offering with obligations
that are not real estate mortgages.

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

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

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

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

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

          35. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-off Date Balance of $5,000,000 or more, was, as of the origination of the
Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational


                                      I-13



documents further provide, or which entity represented in the related Mortgage
Loan documents, substantially to the effect that it does not have any material
assets other than those related to its interest in and operation of such
Mortgaged Property or Properties, or any indebtedness other than as permitted by
the related Mortgage(s) or the other related Mortgage Loan documents, that it
has its own books and records and accounts separate and apart from any other
person, that it holds itself out as a legal entity (separate and apart from any
other person), that it will not guarantee or assume the debts of any other
person, that it will not commingle assets with affiliates, and that it will not
transact business with affiliates (except to the extent required by any cash
management provisions of the related Mortgage Loan documents) except on an
arm's-length basis.

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

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

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

          39. Security Interests. A UCC financing statement has been filed
and/or recorded, or submitted for filing and/or recording (or submitted to a
title company for filing and/or recording pursuant to escrow instructions), in
all places necessary to perfect (to the extent that the filing or recording of
such a UCC financing statement can perfect such a security interest) a valid
security interest in the personal property of the related Mortgagor granted
under the related Mortgage. If any Mortgaged Property securing a Mortgage Loan
is operated as a hospitality property, then (a) the security agreements,
financing statements or other instruments, if any, related to the Mortgage Loan
secured by such Mortgaged Property establish and create a valid security
interest in all items of personal property owned by the related Mortgagor which
are material to the conduct in the ordinary course of the Mortgagor's business
on the related Mortgaged Property, subject only to purchase money security
interests, personal property leases and security interests to secure revolving
lines of credit and similar financing; and (b) one or more UCC financing
statements covering such personal property have been filed and/or recorded (or
have been sent for filing or recording or submitted to a title company for
filing or recording pursuant to escrow instructions) wherever necessary to
perfect under applicable law such security interests (to the extent a security
interest in such personal property can be perfected by the filing or recording
of a UCC financing statement under applicable law). The related assignment of
such security interest (but for insertion of the name of the assignee and any
related information which is not yet available to the Seller) executed and
delivered in favor of the Trustee constitutes a legal, valid and, subject to the
limitations and exceptions set forth in


                                      I-14



representation 13 hereof, binding assignment thereof from the relevant assignor
to the Trustee. Notwithstanding any of the foregoing, no representation is made
as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing or recording of UCC Financing Statements are required in order
to effect such perfection.

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

          41. Commencement of Amortization. Unless such Mortgage Loan provides
for interest only payments prior to its Stated Maturity Date or, in the case of
an ARD Loan, prior to its Anticipated Repayment Date, each Mortgage Loan begins
to amortize prior to its Stated Maturity Date or, in the case of an ARD Loan,
prior to its Anticipated Repayment Date.

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

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

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

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

          46. Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the


                                      I-15



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

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

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

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

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

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

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

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

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

          52. Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Seller obtained an appraisal of the related Mortgaged
Property, which appraisal is signed by an appraiser, who, to the Seller's
knowledge, had no interest, direct or indirect, in the Mortgaged Property or the
Mortgagor or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan;


                                      I-16



the appraisal, or a letter from the appraiser, states that such appraisal
satisfies the requirements of the "Uniform Standards of Professional Appraisal
Practice" as adopted by the Appraisal Standards Board of the Appraisal
Foundation, all as in effect on the date the Mortgage Loan was originated.

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


                                      I-17



                             ANNEX A (TO SCHEDULE I)

                EXCEPTIONS TO THE REPRESENTATIONS AND WARRANTIES
                                  ML-CFC 2006-3

EXCEPTION TO REPRESENTATION 14

940952614--Cool Springs Commons

Borrower is required to have terrorism insurance in place at closing. However,
going forward, terrorism insurance is only required in the event "such coverage
is available at commercially reasonable rates, as determined by Lender".

EXCEPTION TO REPRESENTATION 43

940952614--COOL SPRINGS COMMONS

The mortgage loan documents do not have a recourse carveout for "waste" or
"misappropriation", but they do have a recourse carveout for "intentional
physical waste" and "intentional misappropriation", respectively.



                             ANNEX B (TO SCHEDULE I)

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

                               (REPRESENTATION 12)

31--TONY ROMAS




                             ANNEX C (TO SCHEDULE I)

                   MORTGAGE LOANS COVERED BY SECURED CREDITOR
                        ENVIRONMENTAL INSURANCE POLICIES

                           (REPRESENTATIONS 12 AND 49)

31   Tony Romas



                             ANNEX D (TO SCHEDULE I)

                 GROUND LEASES NOT COVERED BY REPRESENTATION 18

                               (REPRESENTATION 45)

None.



                                   SCHEDULE II

                             MORTGAGE LOAN SCHEDULE

                                   [Attached]



MLCFC 2006-3: MORTGAGE LOAN SCHEDULE (PNC)



                                                              PROPERTY
LOAN #  PROPERTY NAME                           ORIGINATOR      TYPE               STREET ADDRESS                  CITY
--------------------------------------------------------------------------------------------------------------------------------

   9    Cool Springs Commons                    PNC         Office       7100 Commerce Way                  Brentwood
  12    Covance Business Center                 PNC         Office       8211 Scicor Drive                  Indianapolis
  16    Preserve at Colony Lakes                PNC         Multifamily  1000 Farrah Lane                   Stafford
  18    Middle Atlantic Products                PNC         Industrial   300 Fairfield Rd                   Fairfield
  22    The Heritage Apartment Homes            PNC         Multifamily  7828 Pat Booker Road               Live Oak
        Campbell Portfolio                      PNC         Retail       Various                            Various
  25    Eastgate Marketplace                    PNC         Retail       420 N. Wilbur Ave.                 Walla Walla
  26    Ellensburg Square                       PNC         Retail       401-409 South Main Street          Ellensburg
  27    Pasco Retail Center                     PNC         Retail       5024 North Road 68                 Pasco
  28    Union Gap                               PNC         Retail       1601 East Washington Ave           Union Gap
  29    Canyon Lakes Center                     PNC         Retail       4008 W. 27th Avenue                Kennewick
  30    Paradise Plaza                          PNC         Retail       4900 Paradise Drive                Richland
  31    Tony Romas                              PNC         Retail       7640 North Divison Street          Spokane
  37    Windward Apartment Homes                PNC         Multifamily  600 East Medical Center Boulevard  Webster
  42    Leeward Apartment Homes                 PNC         Multifamily  444 East Medical Center Boulevard  Webster
  52    DaVita Portfolio                        PNC         Office       Various                            Various
 52.01  Davita - Richmond, VA                   PNC         Office       5270 Chamberlayne Road             Richmond
 52.02  Davita - Grand Rapids, MI               PNC         Office       801 Cherry Street                  Grand Rapids
 52.03  Davita - Goldsboro, NC                  PNC         Office       2609 Hospital Road                 Goldsboro
 52.04  Davtia - Edison, NJ                     PNC         Office       29 Meridian Road                   Edison
 52.05  Davita - Philadelphia, PA               PNC         Office       1700 South 60th Street             Philadelphia
 52.06  Davita - Lancaster, PA                  PNC         Office       1412 East King Street              Lancaster
 52.07  Davita - Santee, SC                     PNC         Office       228 Bradford Blvd                  Santee
 52.08  Davita - Pittsburgh, PA                 PNC         Office       4312 Penn Avenue                   Pittsburgh
 52.09  Davito - Portsmouth, VA                 PNC         Office       2000 High Street                   Portsmouth
  53    Capital City Press Office Building      PNC         Office       7290 Bluebonnet Blvd               Baton Rouge
  62    Noble Hotel Portfolio                   PNC         Hospitality  Various                            Various
 62.01  Holiday Inn - Russellville, AR          PNC         Hospitality  2407 N. Arkansas Ave               Russellville
 62.02  Ramada Inn - Glenwood CO                PNC         Hospitality  124 West 6th Street                Glenwood Springs
 62.03  Ramada Inn - Sterling CO                PNC         Hospitality  22140 E. Hwy 6                     Sterling
  75    Villas of Cordoba                       PNC         Multifamily  5901 E. Stassney Lane              Austin
  78    Olivewood Plaza Shopping Center         PNC         Retail       202-268 North Highway 65           Lindsay
  81    Asian Village                           PNC         Retail       9191 Bolsa Avenue                  Westminster
  95    Southgate Center I                      PNC         Retail       7207-7227 S. Central Avenue        Phoenix
  98    Greenrich Building                      PNC         Office       6222 Richmond Avenue               Houston
  106   Marketplace at Cypress Creek            PNC         Retail       721-793 Cortaro Drive              Sun City Center
  107   Hampton Inn & Suites - Yuma             PNC         Hospitality  1600 E. 16th Street                Yuma
  111   Julian Building                         PNC         Mixed Use    615 & 629 J Street                 San Diego
  112   Colonial Village Apartments - DE        PNC         Multifamily  600 Moores Lane                    New Castle Hundred
  116   Southgate Center II                     PNC         Retail       336 East Baseline Road             Phoenix
  118   Gateway North Shopping Center           PNC         Retail       215 Stadium Street                 Smyrna
  134   Pelican Place                           PNC         Retail       1026-1064 Pine Ridge Road          Naples
  136   Beverly Center                          PNC         Office       8181 South 48th Street             Phoenix
  146   Vitesse Semiconductor                   PNC         Office       4721 Calle Carga                   Camarillo
  150   Lakepointe Apartments - Lincoln City    PNC         Multifamily  120 SE Mast Avenue                 Lincoln City
  151   Big Lots - Whittier                     PNC         Retail       13241 Whittier Boulevard           Whittier
  165   La Prada Apartments                     PNC         Multifamily  8383 La Prada                      Dallas
  174   The Park at Heritage Greene Apartments  PNC         Multifamily  2891 Springdale Road               Atlanta
  185   Sams Strip Center                       PNC         Retail       27727 State Road 56                Wesley Chapel
  187   Gateway Village Seniors                 PNC         Multifamily  2825 S. 12th Street                Beaumont
  199   Alliance Fire Protection                PNC         Office       998 Forest Edge Drive              Vernon Hills
  200   Prestige Plaza - Topeka                 PNC         Retail       1920 SW Wanamaker Rd               Topeka
  210   The Park Whispering Pines               PNC         Multifamily  605 First Avenue                   Conway





                                                    CUT-OFF DATE    ORIGINAL   MONTHLY P&I DEBT  ANNUAL P&I DEBT  INTEREST
LOAN #           COUNTY           STATE   ZIP CODE   BALANCE ($)  BALANCE ($)     SERVICE ($)      SERVICE ($)     RATE %
--------------------------------------------------------------------------------------------------------------------------

   9    Williamson               TN       37027      29,975,000    29,975,000     177,409.24       2,128,910.88    5.8800
  12    Marion                   IN       46214      28,600,000    28,600,000     172,576.25       2,070,915.00    6.0600
  16    Fort Bend                TX       77477      26,400,000    26,400,000     160,665.35       1,927,984.20    6.1400
  18    Essex                    NJ       7004       24,500,000    24,500,000     149,102.32       1,789,227.84    6.1400
  22    Bexar                    TX       78233      22,500,000    22,500,000     136,639.63       1,639,675.56    6.1200
        Various                  WA       Various    19,358,131    19,410,000     113,756.90       1,365,082.80    0.0000
  25    Walla Walla              WA       99362       6,680,837     6,700,000      38,886.83         466,641.96    5.7000
  26    Kittitas                 WA       98926       2,991,420     3,000,000      17,412.01         208,944.12    5.7000
  27    Franklin                 WA       99301       2,495,790     2,500,000      14,908.49         178,901.88    5.9500
  28    Yakima                   WA       98903       2,443,262     2,450,000      14,484.85         173,818.20    5.8700
  29    Benton                   WA       99337       2,143,851     2,150,000      12,478.61         149,743.32    5.7000
  30    Benton                   WA       99353       1,705,545     1,710,000      10,362.51         124,350.12    6.1000
  31    Spokane                  WA       99208         897,426       900,000       5,223.60          62,683.20    5.7000
  37    Harris                   TX       77598      16,750,000    16,750,000     101,071.76       1,212,861.12    6.0600
  42    Harris                   TX       77598      14,600,000    14,600,000      88,098.37       1,057,180.44    6.0600
  52    Various                  Various  Various    12,773,491    12,792,000      80,938.29         971,259.48    6.5100
 52.01  Henrico                  VA       23227       2,247,743     2,251,000
 52.02  Kent                     MI       49506       2,208,799     2,212,000
 52.03  Wayne                    NC       27534       1,452,895     1,455,000
 52.04  Middlesex                NJ       8820        1,419,943     1,422,000
 52.05  Philadelphia             PA       19142       1,257,178     1,259,000
 52.06  Lancaster                PA       17602       1,160,319     1,162,000
 52.07  Orangeburg               SC       29142       1,152,330     1,154,000
 52.08  Allegheny                PA       15224         985,572       987,000
 52.09  Portsmouth City          VA       23704         888,712       890,000
  53    East Baton Rouge Parish  LA       70810      12,500,000    12,500,000      79,008.50         948,102.00    6.5000
  62    Various                  Various  Various    10,703,243    10,725,000      76,693.81         920,325.72    7.1300
 62.01  Pope                     AR       72801       4,617,613     4,627,000
 62.02  Garfield                 CO       81601       3,059,780     3,066,000
 62.03  Logan                    CO       80751       3,025,849     3,032,000
  75    Travis                   TX       78744       9,486,638     9,500,000      60,735.35         728,824.20    6.6100
  78    Tulare                   CA       93247       9,000,000     9,000,000      55,590.27         667,083.24    6.2800
  81    Orange                   CA       92683       8,593,602     8,600,000      53,793.51         645,522.12    6.4000
  95    Maricopa                 AZ       85042       7,383,000     7,383,000      45,410.39         544,924.68    6.2400
  98    Harris                   TX       77057       6,950,000     6,950,000      42,476.44         509,717.28    6.1800
  106   Hillsborough             FL       33573       6,500,000     6,500,000      40,402.87         484,834.44    6.3400
  107   Yuma                     AZ       85365       6,489,757     6,500,000      39,810.48         477,725.76    6.2000
  111   San Diego                CA       92101       6,250,000     6,250,000      38,198.23         458,378.76    6.1800
  112   New Castle               DE       19720       6,200,000     6,200,000      38,093.86         457,126.32    6.2300
  116   Maricopa                 AZ       85042       6,046,000     6,046,000      37,186.95         446,243.40    6.2400
  118   Kent                     DE       19977       5,925,000     5,925,000      36,250.35         435,004.20    6.1900
  134   Collier                  FL       34108       5,228,000     5,228,000      31,715.18         380,582.16    6.1100
  136   Maricopa                 AZ       85027       5,108,000     5,108,000      31,417.62         377,011.44    6.2400
  146   Ventura                  CA       93012       4,712,247     4,750,000      27,840.53         334,086.36    5.7900
  150   Lincoln                  OR       97367       4,300,000     4,300,000      26,559.80         318,717.60    6.2800
  151   Los Angeles              CA       90602       4,275,000     4,275,000      26,824.41         321,892.92    6.4300
  165   Dallas                   TX       75228       3,600,000     3,600,000      21,769.33         261,231.96    6.0800
  174   Fulton                   GA       30315       2,996,237     3,000,000      19,959.07         239,508.84    7.0000
  185   Pasco                    FL       33543       2,580,000     2,580,000      16,087.41         193,048.92    6.3700
  187   Jefferson                TX       77701       2,475,000     2,475,000      16,151.64         193,819.68    6.8100
  199   Lake                     IL       60061       1,797,334     1,800,000      13,051.07         156,612.84    6.7000
  200   Shawnee                  KS       66604       1,772,835     1,775,000      11,687.20         140,246.40    6.2300
  210   Faulkner                 AR       72032       1,081,741     1,084,000       7,211.88          86,542.56    7.0000




                                                                                  NET                        MONTHLY
           PRIMARY         MASTER        TRUSTEE AND   SUB SERVICING   ADMIN.  MORTGAGE                      PAYMENT
LOAN #  SERVICING FEE  SERVICING FEE  PAYING AGENT FEE    FEE RATE     FEE %    RATE %   ACCRUAL TYPE  TERM    DATE   REM. TERM
-------------------------------------------------------------------------------------------------------------------------------

   9        0.040          0.010           0.001                       0.051    5.82900   Actual/360    120     1        116
  12        0.020          0.010           0.001                       0.031    6.02900   Actual/360    127     1        125
  16        0.020          0.010           0.001                       0.031    6.10900   Actual/360    120     1        119
  18        0.020          0.010           0.001                       0.031    6.10900   Actual/360    120     1        117
  22        0.020          0.010           0.001                       0.031    6.08900   Actual/360    120     1        118
                                                                       0.001   -0.00100   Actual/360    120     1      Various
  25        0.050          0.010           0.001                       0.061    5.63900   Actual/360    120     1        117
  26        0.050          0.010           0.001                       0.061    5.63900   Actual/360    120     1        117
  27        0.050          0.010           0.001                       0.061    5.88900   Actual/360    120     1        118
  28        0.050          0.010           0.001                       0.061    5.80900   Actual/360    120     1        117
  29        0.050          0.010           0.001                       0.061    5.63900   Actual/360    120     1        117
  30        0.050          0.010           0.001                       0.061    6.03900   Actual/360    120     1        117
  31        0.050          0.010           0.001                       0.061    5.63900   Actual/360    120     1        117
  37        0.060          0.010           0.001                       0.071    5.98900   Actual/360    120     1        118
  42        0.060          0.010           0.001                       0.071    5.98900   Actual/360    120     1        118
  52        0.050          0.010           0.001                       0.061    6.44900   Actual/360    120     1        118
 52.01
 52.02
 52.03
 52.04
 52.05
 52.06
 52.07
 52.08
 52.09
  53        0.020          0.010           0.001                       0.031    6.46900   Actual/360    120     1        119
  62        0.070          0.010           0.001                       0.081    7.04900   Actual/360    120     1        118
 62.01
 62.02
 62.03
  75        0.020          0.010           0.001                       0.031    6.57900   Actual/360    144     1        142
  78        0.050          0.010           0.001                       0.061    6.21900   Actual/360    120     1        120
  81        0.050          0.010           0.001                       0.061    6.33900   Actual/360    120     1        119
  95        0.050          0.010           0.001                       0.061    6.17900   Actual/360    120     1        117
  98        0.040          0.010           0.001                       0.051    6.12900   Actual/360    120     1        118
  106       0.050          0.010           0.001                       0.061    6.27900   Actual/360    120     1        118
  107       0.020          0.010           0.001                       0.031    6.16900   Actual/360    120     1        118
  111       0.020          0.010           0.001                       0.031    6.14900   Actual/360    120     1        118
  112       0.020          0.010           0.001                       0.031    6.19900   Actual/360    120     1        117
  116       0.050          0.010           0.001                       0.061    6.17900   Actual/360    120     1        117
  118       0.070          0.010           0.001                       0.081    6.10900   Actual/360    120     1        117
  134       0.070          0.010           0.001                       0.081    6.02900   Actual/360    120     1        116
  136       0.070          0.010           0.001                       0.081    6.15900   Actual/360    120     1        118
  146       0.040          0.010           0.001                       0.051    5.73900   Actual/360    120     1        112
  150       0.020          0.010           0.001                       0.031    6.24900   Actual/360    120     1        119
  151       0.050          0.010           0.001                       0.061    6.36900   Actual/360    120     1        118
  165       0.050          0.010           0.001                       0.061    6.01900   Actual/360    120     1        118
  174       0.020          0.010           0.001                       0.031    6.96900   Actual/360    216     1        214
  185       0.060          0.010           0.001                       0.071    6.29900   Actual/360    120     1        118
  187       0.020          0.010           0.001                       0.031    6.77900   Actual/360    180     1        180
  199       0.070          0.010           0.001                       0.081    6.61900   Actual/360    120     1        119
  200       0.070          0.010           0.001                       0.081    6.14900   Actual/360    120     1        119
  210       0.020          0.010           0.001                       0.031    6.96900   Actual/360    216     1        213





                                                                                                                 PARTIAL
        MATURITY/  AMORT                                      ARD    ENVIRONMENTAL    CROSS         CROSS      DEFEASANCE  LETTER OF
LOAN #  ARD DATE    TERM  REM. AMORT  TITLE TYPE  ARD LOAN  STEP UP    INSURANCE    DEFAULTED  COLLATERALIZED    ALLOWED     CREDIT
------------------------------------------------------------------------------------------------------------------------------------

   9    5/1/2016    360      360      Fee                                  No
  12    2/1/2017    360      360      Fee                                  No
  16    8/1/2016    360      360      Fee                                  No
  18    6/1/2016    360      360      Fee                                  No
  22    7/1/2016    360      360      Fee                                  No
        Various     360    Various    Fee                                Various        Yes          Yes                   Various
  25    6/1/2016    360      357      Fee                                  No           Yes          Yes                   Yes
  26    6/1/2016    360      357      Fee                                  No           Yes          Yes
  27    7/1/2016    360      358      Fee                                  No           Yes          Yes
  28    6/1/2016    360      357      Fee                                  No           Yes          Yes
  29    6/1/2016    360      357      Fee                                  No           Yes          Yes
  30    6/1/2016    360      357      Fee                                  No           Yes          Yes
  31    6/1/2016    360      357      Fee                                  Yes          Yes          Yes
  37    7/1/2016    360      360      Fee                                  No
  42    7/1/2016    360      360      Fee                                  No
  52    7/1/2016    360      358      Fee                                  No
 52.01                                Fee                                  No
 52.02                                Fee                                  No
 52.03                                Fee                                  No
 52.04                                Fee                                  No
 52.05                                Fee                                  No
 52.06                                Fee                                  No
 52.07                                Fee                                  No
 52.08                                Fee                                  No
 52.09                                Fee                                  No
  53    8/1/2016    360      360      Fee                                  No
  62    7/1/2016    300      298      Fee                                  No
 62.01                                Fee                                  No
 62.02                                Fee                                  No
 62.03                                Fee                                  No
  75    7/1/2018    360      358      Fee                                  No
  78    9/1/2016    360      360      Fee                                  Yes
  81    8/1/2016    360      359      Fee                                  No
  95    6/1/2016    360      360      Fee                                  No
  98    7/1/2016    360      360      Fee                                  No
  106   7/1/2016    360      360      Fee                                  No
  107   7/1/2016    360      358      Fee                                  No
  111   7/1/2016    360      360      Fee                                  No
  112   6/1/2016    360      360      Fee                                  No
  116   6/1/2016    360      360      Fee                                  No
  118   6/1/2016    360      360      Fee                                  No
  134   5/1/2016    360      360      Fee                                  No
  136   7/1/2016    360      360      Fee                                  No
  146   1/1/2016    360      352      Fee                                  No                                              Yes
  150   8/1/2016    360      360      Fee                                  No
  151   7/1/2016    360      360      Fee                                  No                                              Yes
  165   7/1/2016    360      360      Fee                                  No
  174   7/1/2024    360      358      Fee                                  No
  185   7/1/2016    360      360      Fee                                  No
  187   9/1/2021    360      360      Fee                                  No
  199   8/1/2016    264      263      Fee                                  No
  200   8/1/2016    300      299      Fee                                  No
  210   6/1/2024    360      357      Fee                                  No




                                                     UPFRONT      UPFRONT      UPFRONT      UPFRONT      UPFRONT      UPFRONT
                    LOCKBOX              HOLDBACK  ENGINEERING     CAPEX        TI/LC        RE TAX        INS.        OTHER
LOAN #                TYPE                 AMOUNT  RESERVE ($)  RESERVE ($)  RESERVE ($)  RESERVE ($)  RESERVE ($)  RESERVE ($)
-------------------------------------------------------------------------------------------------------------------------------

   9    Soft at Closing, Springing Hard               165,345                 1,150,000     144,333       10,963        24,706
  12    Hard                                                                                               6,573
  16    Hard                                                                                336,867       34,687
  18    Hard
  22                                                                                        316,820       56,985     1,050,000
                                                                                328,319      62,326       13,978
  25                                                                            159,000      26,159        6,154
  26                                                                              9,680       7,280        2,594
  27                                                                             92,968       6,803        1,031
  28                                                                             18,471       7,195        1,242
  29                                                                             11,250       7,536        1,027
  30                                                                             36,950       3,825          998
  31                                                                                          3,528          932
  37                                                              250,000                   157,967       57,472
  42                                                              250,000                   148,925       51,133
  52    Hard                                                       24,419                    24,866        2,682         1,500
 52.01
 52.02
 52.03
 52.04
 52.05
 52.06
 52.07
 52.08
 52.09
  53    Hard                                                                                 56,784       12,092       750,000
  62                                                1,097,000                                40,535       65,640
 62.01
 62.02
 62.03
  75
  78                                                                                         59,033        4,105
  81                                                                            110,000      43,075        6,313
  95    Hard                                                       38,625                    40,113        5,892
  98                                                              521,250       100,000     161,510       32,902       600,000
  106   Hard                                                       20,000                    90,838       26,265
  107                                                                                        29,550       28,820
  111                                                                                        32,840        6,150
  112                                                              40,750                    27,427        2,550         5,375
  116   Hard                                                                     45,000      29,959        2,858
  118                                                                            50,000      29,931        1,333
  134                                                                            39,000      24,236       18,714         1,000
  136                                                                                        39,000        2,767
  146   Hard                                                                                 29,093            0
  150                                                             312,400                    52,667       12,266
  151   Hard                                                                                 30,475
  165                                                              51,875                    61,812       23,297
  174
  185                                                                            84,133      11,494        8,976
  187                                                                                        54,619       10,882
  199   Hard                                                                                  1,833        1,895
  200                                                              57,500                    26,271        1,813
  210





                                 MONTHLY                              MONTHLY        MONTHLY        MONTHLY        MONTHLY
                                  CAPEX                                CAPEX          TI/LC          TI/LC          RE TAX
LOAN #                         RESERVE ($)                        RESERVE CAP ($)  RESERVE ($)  RESERVE CAP ($)  RESERVE ($)
----------------------------------------------------------------------------------------------------------------------------

   9                                                       5,026                     12,500         1,150,000       36,083
  12                                                                            0
  16                                                       8,750           66,777                                   42,108
  18                                                       3,481          125,322    16,667           800,000
  22                                                       6,354                                                    45,260
                                                           2,541           87,015     8,000           252,000       15,582
  25                                                       1,720           61,908     2,000            72,000        6,540
  26                                                         236            8,496     1,000            36,000        1,820
  27                                                         150            5,400     1,000            36,000        1,701
  28                                                         124                      1,000            36,000        1,799
  29                                                          94            3,375     1,000            36,000        1,884
  30                                                         139            4,995     1,000            36,000          956
  31                                                          79            2,841     1,000                            882
  37                                                       5,708                                                    22,567
  42                                                       5,333                                                    21,275
  52                                                       1,805           64,995     3,333                         13,239
 52.01
 52.02
 52.03
 52.04
 52.05
 52.06
 52.07
 52.08
 52.09
  53                                                       2,533          100,000         0
  62    4% of gross rev annually                                          #VALUE!                                   13,512
 62.01
 62.02
 62.03
  75                                                       3,312
  78                                                       1,251           43,362     4,167           150,000        8,433
  81                                                         563                      4,167           100,000        7,179
  95                                                       1,855                                                    13,371
  98                                                       3,383                                                    23,073
  106                                                        939           14,399     4,167           200,000       10,093
  107   2% (2006-2008), 4% (2009 through and including maturity)                                                     7,388
  111                                                        399           14,399     1,500            54,000        3,582
  112                                                      3,484                                                     4,794
  116                                                      1,189           42,819                                    9,986
  118                                                        845           30,402                                    2,993
  134                                                        406                      5,833            70,000        5,917
  136                                                        717           25,809     2,500           150,000        9,750
  146                                                      1,063                0                                    6,090
  150                                                      2,000           72,000                                    4,788
  151                                                        438           15,750     4,167                          6,095
  165                                                      2,396                                                     8,830
  174                                                      2,271                                                     5,031
  185                                                        119                        833                          1,277
  187                                                      2,417                                                     6,069
  199                                                        250                                                     1,833
  200                                                        224           13,420     1,250            40,000        5,254
  210                                                        833                                                     1,331


          MONTHLY      MONTHLY
            INS.        OTHER      GRACE
LOAN #  RESERVE ($)  RESERVE ($)  PERIOD
----------------------------------------

   9       3,654                    5
  12       3,860                    5
  16                                5
  18                                5
  22       6,473                    5
           3,796                    5
  25       1,539                    5
  26         865                    5
  27         258                    5
  28         311                    5
  29         342                    5
  30         249                    5
  31         233                    5
  37       6,362                    5
  42       5,711                    5
  52       2,682                    5
 52.01
 52.02
 52.03
 52.04
 52.05
 52.06
 52.07
 52.08
 52.09
  53       2,418                    5
  62                   25613.82     5
 62.01
 62.02
 62.03
  75       2,875                    5
  78       1,368                    5
  81       1,578                    5
  95       1,473                    5
  98                                5
  106      2,627           3333     5
  107      2,882                    5
  111        683                    5
  112      2,550                    5
  116        714                    5
  118        667                    5
  134      6,238                    5
  136        692                    5
  146                               5
  150      1,227                    5
  151                               5
  165      2,066                    5
  174      2,026                    5
  185      2,992                    5
  187      2,716                    5
  199        632                    5
  200        302                    5
  210        583                    5




                                  SCHEDULE III

   FIRST PAGES OF THE SEPTEMBER 15, 2006 TERM SHEET AND THE SEPTEMBER 15, 2006
                    REVISED ANNEX A-1 FREE WRITING PROSPECTUS

                                   [Attached]



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.


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.


                                        1



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
50.02       1     MLML            19500 Northwest Freeway                   19500 Northwest Freeway
  51        1     CRF             Homewood Suites - Bakersfield             1505 Mill Rock Way
  52        1     PNC             DaVita Portfolio                          Various
52.01       1     PNC             Davita - Richmond, VA                     5270 Chamberlayne Road
52.02       1     PNC             Davita - Grand Rapids, MI                 801 Cherry Street
52.03       1     PNC             Davita - Goldsboro, NC                    2609 Hospital Road
52.04       1     PNC             Davtia - Edison, NJ                       29 Meridian Road
52.05       1     PNC             Davita - Philadelphia, PA                 1700 South 60th Street
52.06       1     PNC             Davita - Lancaster, PA                    1412 East King Street
52.07       1     PNC             Davita - Santee, SC                       228 Bradford Blvd
52.08       1     PNC             Davita - Pittsburgh, PA                   4312 Penn Avenue
52.09       1     PNC             Davito - Portsmouth, VA                   2000 High Street
  53        1     PNC             Capital City Press Office Building        7290 Bluebonnet Blvd
  54        1     CRF             Valley Fair Retail                        113 East Southern Avenue
  55        2     CRF             Barclay Square Apartments                 3535 Cambridge Street
  56        1     CRF             Westview Shoppes                          9515-9545 Westview Drive
  57        1     CRF             Storage Plus                              30-54 Review Avenue & 54-15 Greenpoint Avenue
  58        2     CRF             Mariner Village Mobile Home Park          815 124th Street SW
  59        1     CRF             Jefferson Office Park                     790-800 Turnpike Street
  60        1     CRF             Walmart Shadow Anchor Portfolio           Various
60.01       1     CRF             Shippensburg Shopping Center              101-207 South Conestoga Drive
60.02       1     CRF             Edinboro Shopping Center                  112-136 Washington Towne Boulevard
60.03       1     CRF             Bradford Shopping Center (Foster Brook
                                  Plaza)                                    14-46 Foster Brook Boulevard
  61        2     MLML            Southgate Apartments                      10960 Southgate Manor Drive
  62        1     PNC             Noble Hotel Portfolio                     Various
62.01       1     PNC             Holiday Inn - Russellville, AR            2407 North Arkansas Ave
62.02       1     PNC             Ramada Inn - Glenwood CO                  124 West 6th Street
62.03       1     PNC             Ramada Inn - Sterling CO                  22140 West Hwy 6
  63        2     CRF             Mapleshade Park                           6606 Mapleshade Lane
  64        1     CRF             Springhill Suites - Annapolis             189 Admiral Cochrane Drive
            1     MLML            Vlessing Portfolio                        Various
  65        1     MLML            Ashlan Village Shopping Center            4422-4474 West Ashlan Avenue
  66        1     MLML            Winston Plaza                             235 - 275 Sanderson Avenue
  67        1     MLML            De La Fuente 2006 Portfolio               Various
67.01       1     MLML            5424, 5440 & 5464 Morehouse Drive         5424, 5440 & 5464 Morehouse Drive
67.02       1     MLML            8101- 8111 Balboa Avenue & 4465-4475
                                  Mercury Street                            8101- 8111 Balboa Avenue & 4465-4475 Mercury Street
67.03       1     MLML            5010 Kearny Mesa Road                     5010 Kearny Mesa Road
  68        1     CRF             Stanford Center                           1050 Stanford Avenue
  69        2     CRF             Colonia Tepeyac Apartments                5880 Bernal Drive
  70        1     CRF             2875 Santa Rosa Avenue                    2875-2885 Santa Rosa Avenue
  71        1     MLML            RLJ - Fairfield Inn San Antonio Airport   88 Northeast Loop 410
  72        1     MLML            RLJ - Residence Inn Salt Lake City        4883 Douglas Corrigan Way
  73        1     MLML            Carmax of Glencoe                         2000 West Frontage Road
  74        1     CRF             Yard House/Birch Street Center            Various
74.01       1     CRF             Birch Street Center                       375 West Birch Street
74.02       1     CRF             Yard House                                160 South Brea Boulevard
  75        2     PNC             Villas of Cordoba                         5901 East Stassney Lane
  76        1     CRF             Global Plaza West                         3655 South Durango Drive
  77        1     MLML            Sonic Automotive I                        Various
77.01       1     MLML            Momentum Volkswagen                       2405 Richmond Avenue
77.02       1     MLML            Momentum Audi                             2309 Richmond Avenue
  78        1     PNC             Olivewood Plaza Shopping Center           202-268 North Highway 65
  79        1     CRF             Holiday Inn - St. Louis                   6921 South Lindbergh Boulevard
  80        1     CRF             Fairfield Inn and Suites- Clearwater      3070 Gulf to Bay Boulevard
  81        1     PNC             Asian Village                             9191 Bolsa Avenue
  82        1     CRF             15720 Ventura Blvd                        15720 Ventura Boulevard
  83        2     MLML            Watermill Apartments                      1730 East Valley Water Mill Road
  84        1     CRF             LA Fitness - Hamden, CT                   46 Skiff Street
  85        1     CRF             Bloomfield Retail                         31 Belleville Avenue
  86        1     MLML            Memorial Regional MOB III                 8262 Atlee Road
  87        1     CRF             GSA Perris Office/Warehouse               23123 Cajalco Road
  88        1     MLML            The Weatherly                             516 Southeast Morrison Street
  89        1     MLML            RLJ - Courtyard Hammond                   7730 Corinne Drive
  90        1     CRF             Barrett Distribution                      1950 Vaughn Road
  91        1     MLML            Bel Villaggio Shopping Center             41555-41577 Margarita Road
  92        1     CRF             Town Center - South Retail                200 Central Park Avenue
  93        1     MLML            Dependable Self Storage Portfolio         Various
93.01       1     MLML            Dependable Airline                        16068 Airline Highway
93.02       1     MLML            Dependable West Park                      5755 West Park Avenue
  94        2     CRF             Casas Adobes                              6200 North Oracle Road
  95        1     PNC             Southgate Center I                        7207-7227 South Central Avenue
  96        1     CRF             New York Classic Retail                   2 Horatio Street & 162 West 56th Street
  97        1     MLML            Hampton Inn - Birmingham                  30 State Farm Parkway
  98        1     PNC             Greenrich Building                        6222 Richmond Avenue
  99        1     MLML            Jefferson Gateway II                      931 Jefferson Boulevard
 100        2     MLML            Paseo del Sol                             2634 North 51st Avenue
 101        1     CRF             Mayors Plaza                              5850 & 5870 North Hiatus Road
 102        1     CRF             Intermountain-Homewood Suites             950 University Drive East
 103        1     CRF             Cummins, Inc                              8550 Palmetto Commerce Parkway
 104        1     MLML            Bonanza Square                            2300 East Bonanza Road
 105        1     CRF             Dupont Medical Office Building II         2514 East DuPont Road
 106        1     PNC             Marketplace at Cypress Creek              721-793 Cortaro Drive
 107        1     PNC             Hampton Inn & Suites - Yuma               1600 East 16th Street
 108        1     MLML            University Plaza - Sunrise                2400 North University Drive
 109        1     CRF             Madison Self Storage                      2901 Eagle Drive
 110        1     MLML            Main Street Plaza                         701-725 East Main Street
 111        1     PNC             Julian Building                           615 & 629 J Street
 112        2     PNC             Colonial Village Apartments - DE          600 Moores Lane
 113        1     MLML            CVS-Ft. Myers                             12255 South Cleveland Avenue
 114        1     CRF             Perimeter Point                           5125 & 5175 Emore Road, 5115 Covington Way, 2170 & 2175
                                                                            Business Center Drive, 2165 Spicer Cove
 115        1     CRF             Northwest Business Center                 1800-1940 Grandstand Drive
 116        1     PNC             Southgate Center II                       336 East Baseline Road
 117        1     CRF             Hampton Inn @ Thousand Oaks               2700 Perkins Road South
 118        1     PNC             Gateway North Shopping Center             215 Stadium Street
 119        1     MLML            Shadowridge Shopping Center               730-790 Sycamore Avenue
 120        1     MLML            Hampton Inn - Smyrna                      2573 Highwood Boulevard
 121        1     MLML            Flamingo Lakes                            2820, 2840, 2860 & 2880 East Flamingo Road
 122        1     MLML            RLJ - Courtyard Goshen                    1930 Lincolnway East
 123        1     MLML            Preserve Plaza                            5300 North Hamilton Road
 124        1     CRF             Office Court at Saint Michael's           460 Saint Michael's Drive
 125        1     CRF             Liberty Self Storage                      165-08 Liberty Avenue
 126        1     CRF             Sandhill Square                           4130 - 4180 South Sandhill Road
 127        1     CRF             Fredericksburg Inn & Suites               201 South Washington
 128        1     CRF             Quality Inn - Fort Lee                    4911 Oaklawn Boulevard
 129        1     CRF             Trader Joes/Smart & Final                 7720 West Bell Road
 130        1     MLML            Shops at Spectrum                         9187 Clairemont Mesa Boulevard
 131        1     MLML            Union Square Shopping Center              5035-5085 & 5089 North Academy Boulevard
            1     MLML            Bandera SC                                Various
 132        1     MLML            Bandera at Mainland Shopping Center       8111 Mainland Drive
 133        1     MLML            Bandera Place Shopping Center             8103 Bandera Road
 134        1     PNC             Pelican Place                             1026-1064 Pine Ridge Road
 135        1     CRF             Hampton Inn & Suites - Texarkana          4601 Cowhorn Creek Road
 136        1     PNC             Beverly Center                            8181 South 48th Street
 138        1     MLML            RPT Office Building                       24630 Washington Avenue
 140        1     MLML            Sorrento Crossroads                       10066 Pacific Heights Boulevard
 139        1     CRF             Sailhouse Lofts                           212 Marine Street
 137        1     CRF             All Right Storage                         6900 Van Nuys Boulevard
 141        1     CRF             Store America - Cicero & Syracuse         Various
141.01      1     CRF             Store America - Syracuse                  314 - 316 Ainsley Drive
141.02      1     CRF             Store America - Cicero                    5666 Route 31
 142        1     CRF             2010 East 15th Street                     2010 East 15th Street
 143        1     MLML            Best Buy West Dundee                      979 West Main Street
 144        2     CRF             Bayberry Cove Apartments                  4363 Bayberry Cove
 145        1     CRF             Storage Center of Valencia                26407 Bouquet Canyon Road
 146        1     PNC             Vitesse Semiconductor                     4721 Calle Carga
 147        1     MLML            Preston Highlands                         2401 Preston Road
 148        1     MLML            Emporia West Shopping Center              1312-1430 Industrial Road
 149        1     CRF             47th & Kedzie Retail Center               4701 South Kedzie Avenue
 150        2     PNC             Lakepointe Apartments - Lincoln City      120 SE Mast Avenue
 151        1     PNC             Big Lots - Whittier                       13241 Whittier Boulevard
 152        1     CRF             La Plaza de Alhambra                      200 South Garfield Avenue
 153        1     CRF             1286 Eighteen Mile Road                   1286 Eighteen Mile Road
 154        1     CRF             Fedex Ground Illinois                     500 East Highland Street
 155        1     MLML            300 West Service Road                     300 West Service Road
 156        1     CRF             Safe Lock Storage                         801 & 860 Midpoint Drive
 157        1     CRF             Petco & Big 5                             30682 & 30692 Santa Margarita Parkway
 158        1     MLML            Mountain View Plaza                       7405 & 7415 Hardeson Way
 159        1     CRF             Bristol South Coast Centre                1220 Hemlock Way